


Ben 10: ExOS

by CarthArts, EBOmnitrix, Transwiththeplans



Category: Ben 10 Series
Genre: Alternate Timelines, Alternate Universe, Continuation, Unofficial Sequel
Language: English
Status: Completed
Published: 2019-06-29
Updated: 2019-10-18
Packaged: 2020-05-28 18:21:56
Rating: General Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 5
Words: 19,048
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/19399783
Author URL: https://archiveofourown.org/users/CarthArts/pseuds/CarthArts, https://archiveofourown.org/users/EBOmnitrix/pseuds/EBOmnitrix, https://archiveofourown.org/users/Transwiththeplans/pseuds/Transwiththeplans
Summary: Set six years after the original series, Ben 10: ExOS is a story about Ben growing up to become the Original Ben 10,000. Ben didn't meet his future self in this universe.





	1. Episode 1: Hello Again, Ben 10 - Part 1

** Cold Open **

**_[Scene fades in as the TV in the Rustbucket flickers on, tuned into Bellwood Local News. The audio has a slight radio effect as if being played through a speaker.]_ **

**_[Text on screen: SIX YEARS AGO]_ **

**REPORTER:** Good evening, everybody; This is Will Harangue with Bellwood Local News on Channel 10. Speaking of Ten, I'm here tonight with our newly found hometown hero, Benjamin Tennyson, who somehow saved Bellwood twice within just two days! So, Benjamin, why don't you tell the audience a little bit about yourself?

 **BEN TENNYSON:** You can just call me "Ben". Anyway, what's up everybody? My name's Ben Tennyson. The superpowered kid who saved the town. Twice.

 **HARANGUE:** Indeed, and how exactly did you do it?

 **BEN:** Well, about three or so months ago, I left with my Grandpa Max and dweeb of a cousin Gwen on a road trip for the summer. That first night, a pod from space crashed down and landed right in front of me. And inside, was this…

**_[Ben holds up his wrist, revealing The Omnitrix.]_ **

**BEN:** The Omnitrix. One of the most powerful devices in the universe. It allows me to transform into several different kinds of aliens. I started off with just 10, but I think I have about 20 now? I get new ones from time to time, so if you see me...you might be in for a surprise!

 **HARANGUE:** That's right Bellwood, all of those aliens you've been seeing on the news? That's this kid right here! So Ben, how about you tell the viewers who that squid-like creature was that attacked yesterday?

 **BEN:** That was Vilgax, he's kinda like...my arch-enemy? He's some sort of intergalactic warlord or something and wants the watch for himself. He's been after me since I got this thing!

 **HARANGUE:** Interesting. So, what else have you dealt with over the summer?

**_[Ben begins to list things off, counting on his fingers.]_ **

**BEN:** Aliens, robots, bounty hunters, magicians, freaks, mutants, crazed scientists, the occasional criminal...I'm like this full-time hero, almost 24/7. And I'll be here to protect Bellwood if any of those guys come along and try to wreck the place!

 **HARANGUE:** You heard it here first, everyone. Ben Tennyson...no, Ben 10. Bellwood's own super-powered Hometown Hero.

 **BEN:** "Ben 10", huh? I like the sound of that!

**_[Audio echoes out and Visuals fade out]_ **

_**BEN (Voice Over, Present Day):** _ _That was a long time ago. A lot has changed since then._

**_[INTRO]_ **

** Act One **

**_[Fade back in. Several scenes appear of events that have happened within the time gap. Scenes including Ben fighting Dr. Animo as Arctiguana, meeting the daughter of a Plumber, fighting an evil Galvanic Mechamorph. And Finally: A silhouette of Vilgax towering over Ben on his hands and knees, with two bodies to either side: An adult male and adult female.]_ **

**_[Suddenly, it snaps to Ben, with an anguished expression. A green flash consumes the scene, as it cuts to a large alien figure tearing Vilgax apart. This scene then zooms out to reveal Ben's eyes in the present day, snapping out of his flashback and noticing he's about to run his bike into a bush.]_ **

**BEN:** Whoa!

**_[Ben quickly halts to a stop, as he breathes heavily for a few seconds. A car drives up.]_ **

**BOY:** Yo, Tennyson! You okay?

**_[Ben looks up to see his former bullies: Cash Murray and J.T., stopped in a car beside him.]_ **

**J.T.:** Need a lift?

 **BEN:** Oh, hey guys. Thanks for the offer, but where I'm going isn't far from here.

 **CASH:** Alright, man. Say, how's the move going?

 **BEN:** It's...going. Listen, I've gotta check in with Grandpa. Talk to you guys later.

**_[Cash and J.T. wave as they drive off, Ben continues in the direction he was headed.]_ **

_**BEN (Thinking):** _ _One of the biggest changes was fame. When I was younger, I loved it. I was on top of the world. Everyone loved me. I beat anyone who tried to challenge me. I thought I was unstoppable. Until that day… Now I could really care less about being famous. I still like meeting fans and being peoples' hero, but sometimes I wish I hadn't given up my secret identity that night. Sometimes I even wish I had taken off the Omnitrix before my secret spread. Or that I had never found it at all._

_During that fight with Vilgax, my house was destroyed. I've since had to move in with Grandpa in the Rustbucket. And to think, this wouldn't have happened had I never found the Omnitrix._

_But when it comes down to it, if I ever somehow had the choice to go back and stop myself from ever walking in those woods, I wouldn't change a thing._

**_[Ben rides past some kids who get excited as soon as they see him.]_ **

**MIKE:** Hey, is that Ben 10?! You Rock!

 **MATTHEW:** Turn into something!

 **ALEX:** Yeah, like Upgrade! or Spitter!

**_[Ben just smiles and waves as he rides by.]_ **

**ALEX:** He waved!

 **MIKE:** Aww, I wanted to see him turn into something...

_**BEN (Thinking):** _ _Besides, finding this thing all those years ago has its upsides…_

**_[Ben rides by a couple holding a baby, they scowl at him and hold the child close, almost as if trying to protect it. Ben doesn't visually acknowledge them.]_ **

_**BEN (Thinking):** _ _...And downsides._

**_[Ben lets out an audible sigh.]_ **

**_[Ben continues to ride on into Lot 11, where the Rustbucket is parked. He stops suddenly when he finds The Rustbucket in shambles.]_ **

**BEN:** ...Oh man...Grandpa!

**_[Ben runs inside, frantically looking around the destroyed RV. There's no sign of anybody, not even Max.]_ **

**BEN:** What happened here?... Don't worry. It's Grandpa. He's fine. I know it...

_**[He finds a strange food dish, still warm.]** _

**BEN:** Octopus Casserole, huh? Well, he was definitely here earlier. If he's okay, maybe he left a note…

**_[Ben checks around again, in search of what might resemble a note. While he's searching, he hears some rustling outside.]_ **

**BEN:** Grandpa Max...was that you? Hello?

**_[While checking around the other side of the RV, He sees a pile of sickly green sludge moving around on the ground.]_ **

**BEN:** HEY!

_**[The pile audibly gasps and starts moving faster, immediately running off before Ben can have a chance to think.]** _

**PILE OF SLUDGE:** I DON'T HAVE TIME FOR THE LIKES OF YOU, HUMAN!

 **BEN:** Was that…oh. Oh no.

**_[He resumes his search, as he notices that his bed is made up perfectly, he pulls up the edge of the small mattress to reveal a note.]_ **

**BEN:** Bingo.

_**MAX (Voice Over):** _ _Hello, Ben. If you're reading this, it means I've left for an important mission - something big has come up, and The Plumbers are going back into action. Take the keys out of the glove box, round up your cousin, and head out to the old Hardware Store. Further instruction will be there. Love you. Max out._

**BEN:** Well, looks like it's hero time.

**_[Ben takes the note, and he tries to go for the keys, but they're missing.]_ **

**BEN:** Wha...where are the keys? Ugh, I don't have time for this...

**_[He activates the Omnitrix, selecting a familiar reptilian form, before smashing it down.]_ **

**_[TRANSFORMATION: DNA surges up Ben's arm. His skin turns blue, his eyes morph into a diamond shape with black lines coming outward. His legs and feet transform into velociraptor-like legs with balls on the ends of his legs. He grows a long striped tail, his head morphing into a crescent shape with a mask that comes down over his face. His arms become sharper, and his hands turn into three black claws. Ben finishes the transformation, becoming XLR8.]_ **

**_[XLR8 speeds off into town to find Gwen. Fade to black.]_ **

** Act Two **

**_[Fade back into Gwen reading her spell book before being called to fight in her karate tournament.]_ **

**BLACK BELT:** Gwen Tennyson?! You're Ben 10's cousin, right? It's an honor! Could you get me an autograph? I could give you my number after this. Y-you know, not like that, just for the autograph.

**_[Gwen rolls her eyes. They both bow and she readies her stance.]_ **

**REFEREE:** Ready… Begin!

**_[Gwen defeats her opponent with ease, there is a small time skip.]_ **

**_[The setting changes to Gwen's locker room. She is alone, looking into a mirror, her bag beside her. She closes her eyes and utters a spell. In a flash of light, she's in her normal clothes, her hair is fixed, and her makeup is done. She picks up her bag, now containing her karate uniform, and walks out.] [As she's walking out the door of the building, she sees a figure leaning against the back wall.]_ **

**GWEN TENNYSON:** Ben?

 **BEN:** Shh! Not too loud.

 **GWEN:** So you finally decided I'm worth your time now, huh?

 **BEN:** It's not like that, Gwen. I just… sigh. We don't have time to talk about that now. Let's go somewhere a little less public.

**_[They are now in an alley.]_ **

**GWEN:** I'm not getting wrapped up in your "hero life" again if that's what you want.

 **BEN:** Gwen, I wouldn't ask for your help if I didn't need it.

 **GWEN:** Never would've noticed.

 **BEN:** Would you just listen to me for one second, dweeb?!

 **GWEN:** "Dweeb"? Listen to yourself. I guess you really haven't matured. I actually wanted to see you again. I missed you, Ben. I really did. But you showing up outside of my dojo, pulling me into an alleyway, and not telling me why really makes me wish I-

 **BEN:** Grandpa Max is missing.

 **GWEN:** ...What?

 **BEN:** Do you remember those aliens that could make themselves look like anyone? We fought them once years ago, back when we visited Aunt Vera. They're back. And I think they took Grandpa.

 **GWEN:** Why didn't you tell me that before?!

 **BEN:** You wouldn't listen. I found one of them rustling around outside the Rustbucket. But I don't think they were just there for Grandpa, the RV was wrecked when I showed up, almost like they were looking for something.

 **GWEN:** Looking for what?

 **BEN:** I don't know yet. We'll figure that out later. For now, we have to find Grandpa. Are you with me?

 **GWEN:** So, just like that, you're pulling me back in.

 **BEN:** Gwen, please. I need your help. Grandpa needs your help.

 **GWEN:** Okay. I'll help. For Grandpa.

 **BEN:** I knew you'd say yes.

**_[He hands her one of Grandpa Max's shirts.]_ **

**GWEN:** What's this for?

 **BEN:** You have a spell you can use to track him, right?

 **GWEN:** So you only wanted me for my magic, huh?

 **BEN:** Definitely didn't want you for your personality.

 **GWEN:** You're still a doofus.

**_[Gwen pulls out Charmcaster's old Spellbook and grabs Max's shirt. She readies a spell.]_ **

**GWEN:** ...Tracentium Identica!

**_[Her eyes and the shirt glow. It takes a few moments to get it.]_ **

**BEN:** Are you done yet?

 **GWEN:** Would you just be patient for a few more - got it. It's faint but close. Let's go.

**_[Ben and Gwen follow the trail, leading to the long since abandoned Le'Roys Diner, which shut down after and Burger Shack drove all other competitors in town to bankruptcy.]_ **

**BEN:** Le'Roys? This place has been empty for years. What was he doing here?

 **GWEN:** He was definitely here today. His aura is stronger here than anywhere else. But there's someone else inside. Get ready. They may not be friendly.

 **BEN:** Maybe I should…

**_[TRANSFORMATION: Ben activates the Omnitrix. The Omnitrix disappears under a layer of green slime. It continues to cover Ben before vaguely taking his shape, and immediately splashing to the ground. A metal disc with the Omnitrix on it emerges from the center of the pile, pulling the mass up. You see the alien's eyes as the mass takes a new shape and does a pose.]_ **

**GWEN:** Never seen that one before. What do you call it?

 **GOOP:** I don't really name them anymore...

 **GWEN:** Hmm...Slimeball...Goop…?

 **GOOP:** "Goop"? That's about as creative as Four Arms.

 **GWEN:** You came up with that one, remember?

 **GOOP:** Enough jokes, we need to investigate.

**_[Gwen lights up the area with her hand, shining it around, looking for potential clues. They find some Plumbers knocked out on the floor, and a Limax about to smash the helmet of a mortally wounded Magister Labrid]_ **

**_[Goop reaches out, grabs the Limax and attempts to pull it away from Labrid.]_ **

**GWEN:** Ben, watch out!

**_[Another Limax appears behind Ben. Ben twists his other arm behind him and sprays the Limax with acid, in an attempt to get them to back off.]_ **

**GWEN:** You have a water alien in there somewhere yet?

 **GOOP:** No, why would I...oh, right!

 **GWEN:** Maybe I can try something…

_**[Gwen's hands begin to glow, she charges up, before shouting a spell.]** _

**GWEN:** Mechanica...AQUATA!

**_[There's a brief pause…]_ **

**BEN:** What was that supposed to do?

 **GWEN:** Wait for it...

**_[The Sprinkler System in the building roars back to life at once, raining down into the building, and causing the Limax to retreat. The Omnitrix times out.]_ **

**BEN:** Good call. Now we need to check on…

**_[Ben looks around, before once again finding Magister Labrid.]_ **

**BEN:** ...Magister Labrid! Are you okay? What happened?

 **MAGISTER LABRID:** Th-the Limax. They disguised themselves as your Grandfather. Told us to come here. W-we fell for it. They ambushed us. Y-your Grandfather. He was… here. I'm n-not sure why. The Limax… t-they wanted something as well. He got here first. But they… they…

 **BEN:** Magister Labrid, no! I can get help!

 **LABRID:** No! It's too late for me, Ben. Here...take these. Go on Ben...it's what your grandfather... would've wanted…

**_[The two share a moment of silence as Labrid passes on, then they walk outside.]_ **

**GWEN:** So… what did Magister Labrid give you?

 **BEN:** Some keys. And another note from Grandpa.

_**MAX (Voice Over):** _ _Ben, I'm sure you're aware of this by now, but there's renewed alien activity on Earth. Something involving the Limax. I'm investigating. I've entrusted Labrid to get this note to you, as well as the keys to the Plumber Base under the Hardware Store if mine weren't in the RV. Get to that base. Further instructions will be found there. Love you, Max out._

**GWEN:** Wait, I thought you said he got captured?

 **BEN:** He might have. There's no way of knowing that yet. The only thing we can do now is follow his orders. If the Plumbers are getting involved, this isn't just a small force terrorizing Bellwood. This is an invasion. But why didn't Grandpa tell me about this?

 **GWEN:** You can ask him when we find him. Right now we need to-

 **REPORTERS:** Ben Tennyson! Can you answer a few questions for us? - There he is! I told you, Lance! - Sigh. When do you want the money, Kate?

_**[Suddenly they find themselves surrounded by reporters and paparazzi.]** _

**REPORTERS:** Ben, we've been informed of strange noises coming from inside the building. Are you the cause of these disturbances?

 **BEN:** Uhhhh…

 **REPORTERS:** Ben! Are the rumors of your new movie true? Did you start the fire in the Bellwood Complex as Will Harangue suggests? Is it true you have a six-pack?

 **BEN:** No, no, yes.

 **REPORTER:** Is this lovely young woman with you tonight your girlfriend?

 **BEN AND GWEN:** What?! No! He's/she's my-

 **REPORTERS** : Ben! Ben! Mr. Tennyson, could you show us one of your aliens?

 **BEN:** Yeah. Yeah, I can. Stand back, everyone!

**_[He transforms into XLR8, grabs Gwen, and runs away from the crowd. He weaves through traffic and people as he runs to the Hardware Store.]_ **

**GWEN:** I thought you loved being interviewed.

 **XLR8:** Times change. So did I.

** Act Three **

**_[A little while later they arrive at the Hardware Store. Ben times out. Gwen finds another note tucked under a rock.]_ **

**GWEN:** Here.

 **BEN:** How'd you know that was there?

 **GWEN:** Grandpa always leaves things under rocks.

_**MAX (Voice Over):** _ _To get into the base, follow these instructions. Insert the oddly shaped key into that machine on the wall. Turn three times. And don't forget to flush._

**_[Ben does so, and an elevator comes up in the doorway. Ben and Gwen give each other a confused look before heading in. The scene resumes after a short elevator ride.]_ **

**BEN:** Grandpa? Grandpa!

**_[But nobody came...]_ **

**BEN:** Not here.

 **GWEN:** Why didn't he stay?

 **BEN:** I don't know. Maybe he'll explain it in another note.

**_[They walk around.]_ **

**GWEN:** Where is everyone?

 **BEN:** We just saw them.

 **GWEN:** You don't mean-

 **BEN:** Magister Labrid and his squad used this as their headquarters. Me and Grandpa came here every once in a while to check on things. But that's it.

**_[He pauses.]_ **

**BEN:** Now it's empty again.

 **GWEN:** If you've been here before, how come you didn't already know how to get in?

 **BEN:** Grandpa never showed me how back then. I guess he didn't want me messing up the place.

**_[Beat]_ **

**BEN:** Look, Gwen… I'm...sorry for getting you dragged into this again.

 **GWEN:** Huh?

 **BEN:** I know you wanted to live a normal life. Or as normal as life is with magic. I didn't want to have to-

 **GWEN:** I didn't want to stop helping you and Grandpa save the world, doofus! I just didn't want to be famous. You pushed me away.

 **BEN:** I was trying to protect you.

 **GWEN:** And look how well that turned out. If you had even half a brain, maybe Grandpa would've trusted you enough to tell you what was really going on before it happened!

 **BEN:** You don't know what all I've lost because of this job. If you knew everything I protected you from, you'd thank me.

 **GWEN:** Not everything that happened was because you're a hero. If you weren't so stupid and didn't go hero right in front of everyone, your life wouldn't be half as bad as it is now.

 **BEN (Louder):** Well maybe if you knew when to keep your big mouth shut, Grandpa wouldn't have kept so many secrets from-

**_[He stops.]_ **

**BEN:** I know where to find the next note.

**_[He dashes over to a section of the wall behind Gwen and traces his hand along it until he finds a pressure plate. He presses on it. A section of the wall splits apart, revealing a small room decorated with shelves displaying books, technology, and pictures, and vaults of all sorts.]_ **

**BEN** : I figured Grandpa would keep his note in here, just in case the Limax intercepted the one Labrid gave us.

**_[He looks around for a panel or two until he finds a small safe with a code lock. He enters the numbers 5-2-5-0-6 and it opens. The note is inside.]_ **

_**MAX (Voice Over):** _ _Ben, the problem is more serious than I originally thought. We think the Limax are trying to invade the earth, but we don't know enough yet to come to a firm conclusion. Magister Labrid and his squad are helping me with the investigation as of now, but we agreed that it's best I continue alone while they remain here with you. You probably already have Gwen with you, but that won't be enough. You need to put together a team. Think of anyone you know who would be able to make a difference. You'll need all the help you can get if we're going to win. I'm sorry I had to leave you. I had no other choice. But I'm counting on you, Ben. Love you. Max out._

**_[Ben stares at the note for a while before shoving it in his pocket.]_ **

**GWEN:** I could see Tetrax or Cooper being of some use, maybe the Galactic Enforcers?

 **BEN:** No, Tetrax has been incognito after that incident on Incarcecon. I think the Galactic Enforcers are fighting some guy with a magic staff near the Andromeda Galaxy...and Cooper? I don't know...

 **GWEN:** Ben, we don't have much of a choice here, who all do we really know? What, are we going to recruit Animo? Or Charmcaster? Or-

 **BEN:** Actually, now that you've got me thinking about it…

**_[He runs out of the room.]_ **

**GWEN:** Ben?! Hey! Where are you going?!

**_[Ben enters the tech storage facility and powers on a Null Void Hologram Projector. A red column of light appears in the room as it focuses on none other than their old foe, Kevin 11.]_ **

**KEVIN 11:** Huh?! What is this?... Tennyson?!

_**[CREDITS]** _


	2. Episode 2: Hello Again, Ben 10 - Part 2

**Cold Open**

**_[Previously, on Ben 10…]_ **

**BEN:** "Ben 10", huh? I like the sound of that!

_**BEN (Voice Over, Present Day): A** lot has changed since then._

**BEN:** ...Oh man...Grandpa!

**PILE OF SLUDGE:** I DON'T HAVE TIME FOR THE LIKES OF YOU, HUMAN!

**GWEN:** So you finally decided I'm worth your time now, huh?

**BEN:** Grandpa Max is missing.

**MAGISTER LABRID:** Th-the Limax. They ambushed us. Ben. Here...take these. Go on Ben...it's what your grandfather... would've wanted…

**GWEN:** Ben?! Hey! Where are you going?!

**KEVIN 11:** Huh?! What is this?... Tennyson?!

_**[INTRO]** _

**ACT ONE**

**GWEN:** Ben, no! I wasn't being serious when I-

**BEN:** Look, I know what you're thinking, Kevin isn't exactly a good guy, but he's not evil. Leaving him in the Null Void wasn't fair. And he has a lot of power, he could be useful.

**KEVIN 11:** What are you talking about? Shouldn't you be busy playing "hero", Tennyson? After you left me here to rot in this cesspool?!

**_[The flames on his Heatblast arm erupt.]_ **

**BEN:** I understand why you're angry, but we're older now. We need to put our fighting aside. I'm sorry for leaving you there. But I can get you out. If you help us. A species of aliens called the Limax are planning to invade, and we need all the help we can get.

**KEVIN 11:** Look, I did things in there. I didn't even know I was capable of doing that stuff, but I did it. All because of you. I've been waiting for years to get another chance at breaking your stupid smile, and here you are. You expect us to be friends again? What's up with that? You too soft to get the job done now? Give me a break, Tennyson. No chance I'm helping you.

**BEN:** If you're smarter than you used to be, you are going to help, because I have a proposition for you.

**_[Kevin squints his Galvan eye, slightly tilting his head. His flames are quelled.]_ **

**KEVIN 11:** ...I'm listening.

**BEN:** If you help us, we'll help you find a way out of your mutation. But if you slip up, it's back in the Null Void you go. Think about it. This is your chance to be free from both of your prisons.

**KEVIN 11:** Okay, now things are getting interesting. But how do I know you won't just throw me back in here once this is all over?

**BEN:** Because you didn't deserve to be in there. You never did. All you wanted was to be human again. To be normal.

**_[Kevin throws a confused look at this statement.]_ **

**BEN:** You were alone. I can't say I understand what that's like, but I think I do understand why you did what you did back then. I was the first person you related to, right? I gave you a chance because I saw something in you. I wanted to believe that you weren't really a bad guy. You just needed a friend.

**_[Kevin looks slightly sullen, looking down at the floor, before snapping back up.]_ **

**BEN:** But instead of asking for help, you took your issues out on me, then teamed up with Vilgax so he could take the Omnitrix. But if you prove yourself to me and help me save my Grandpa, I'll let you walk free again. Sound like a deal?

**_[Kevin scowls.]_ **

**KEVIN 11:** Awfully generous of you. What if I decide to take advantage of that?

**BEN:** Did you ever see what happened to Vilgax after he escaped?

**KEVIN 11:** Of course not. I've been stuck in here, remember? But after our short-lived alliance, he ditched me to those Null Void creatures or whatever you call them. I have no idea how he got out. What'd you do to him anyway? Did you punch him really hard again or burn his face off?

**_[As Kevin spoke, Ben began to pull something from his jacket pocket.]_ **

**KEVIN 11:** Look, if you're trying to sound intimidating then it's not going to work. It never has and it never-

**_[Ben throws the object, now revealed to be Vilgax's damaged respirator, toward Kevin.]_ **

**_[Kevin takes a moment, and upon realizing what the object is, begins to laugh.]_ **

**KEVIN 11:** I can't believe you actually had the guts to do that.

**_[Kevin laughs a bit harder.]_ **

**KEVIN 11:** Fine. I'll join your little hit squad. But if you so much as bump into me, I'll rip your little watch off harder than the last time. And I won't be using that machine.

**BEN:** Look, I wish we didn't need your help. But Grandpa said I needed to find anyone who would be able to help. This invasion may be the biggest threat I've faced since the last time I fought Vilgax, and my grandfather is missing... If I can't save him, then...

**_[Ben attempted to hold it together so he wouldn't sob a tear. Instead, Ben took a deep breath.]_ **

**KEVIN 11:** Wow. You have changed. I liked the old you better. You're no fun anymore…

_**[Beat]** _

**KEVIN 11:** So what are you waiting for? Get me out of this place already, Tennyson! Or else a "Limax infection" won't be the only reason you're begging for help.

**BEN:** I can just leave you in there you know.

**KEVIN 11:** Do I have to say please?

**_[Ben turns to Gwen.]_ **

**BEN:** Open it.

**GWEN:** No.

**BEN:** What?

**GWEN:** Kevin hasn't changed at all. Oh, wait. He has! He's even worse now!

**KEVIN 11 (Sarcastically):** I'm flattered.

**_[Gwen pulls Ben over, further away from Kevin. The two are now whispering.]_ **

**GWEN:** You can't seriously trust him to not stab us in the back the first chance he gets.

**BEN:** I can take a stab. I've survived worse. I wouldn't ask you to do this if we didn't have to.

**GWEN:** I...I can't trust your judgment anymore. This isn't right. This can't be what Grandpa meant.

**BEN:** We can't be sure until we know Grandpa is okay. But he trusted us to make the right choices. Maybe this is right, maybe it's not. We can't know for sure until it really counts. But right now, Kevin is our only option. Grandpa was the kind of person to give everyone a second chance. So I'm willing to do the same.

**GWEN (Sighing angrily):** Fine.

**_[She walks back to the console and activates a mechanism causing the column of red light to disappear, leaving Kevin himself in the room and free to step out.]_ **

**KEVIN 11:** Kevin Levin's back in action! I suppose I should thank you two for freeing me from that horrible place...tell you what, I'll let you two live...for now. I'm a nice guy like that!

**BEN:** Remember what I said, Kevin.

**KEVIN 11:** About the deal, or Vilgax?

**BEN:** Both.

**GWEN:** Don't make me regret this.

**KEVIN 11:** What? You still don't trust me, Gwen? How could you not trust this handsome face?

**GWEN:** You'd be surprised.

**KEVIN 11:** So, what's the plan, Tennyson?

**BEN:** I... actually don't know. Grandpa didn't tell me what to do afterward.

**GWEN:** Maybe because he knew he didn't have to. If he trusts us enough to make our own choices as you said, then that's what we'll do. Give me his last note. I'll use it to find where Grandpa was last.

**BEN:** Good idea.

**_[He gives her the note and she uses the 'Tracentium Identica' spell.]_ **

**KEVIN 11:** Oh ho ho, Gwendy's got some new tricks up her sleeve! Wait, how'd you learn to do that?!

**BEN:** Shh! She's trying to con-cen-trate.

**GWEN:** Will you both be- I've got something. He was at… the warehouses at the docks?

**BEN:** Alright, no time to lose. Let's go! Oh, and Kevin, the Limax get stronger when they… uh… get really hot. So try to not use fireballs, okay?

**KEVIN 11:** Good to know. Now, what was that thing you used to say when we were kids? ...Heroes Go? Heroes Unite? Let's Be Heroes?

**BEN:** No - IT'S HERO TIME!

** ACT TWO **

**_[The trio finds themselves at the docks.]_ **

**KEVIN 11 (Loudly):** This place looks deserted.

**BEN:** Quiet! There's no telling who's here or where they are.

**KEVIN 11:** So what do these things look like, anyway?

**BEN:** Well, by default they're these big green snotty guys, but they can shapeshift to look like anybody. You can usually tell by their inhuman behavior. Stretching arms, jumping up walls, munching flies, things humans don't typically do.

**GWEN:** We might have an easier time finding them if you go sniff things out.

**BEN:** Right.

**_[Ben dials up the silhouette of a large beast, before smashing it down.]_ **

**_[TRANSFORMATION: Orange energy worms its way up Ben's arm, his arms and legs becoming more vulpine and sprouting black claws as he grows orange fur. He grows a short tail, as his face disappears amidst the fur, being replaced by a_** black lipped ** _mouth full of large teeth, which opens before the form impacts the ground, letting out his famous roar.]_**

**_[Wildmutt's nostrils flare. He tilts his head up to catch a stronger scent. He starts walking towards the warehouses. Gwen and Kevin follow.]_ **

**GWEN:** Why don't you go help? Aren't you part Wildmutt?

**KEVIN 11:** Only one-eleventh. I can't smell as good as he can.

**GWEN (Under her breath):** I guess that's good for your sake.

**KEVIN 11:** What was that?

**GWEN:** Nothing!

**_[They try to enter the warehouse, but it's locked. Kevin steps in front of Wildmutt.]_ **

**KEVIN 11:** Don't worry, I got it.

**_[Gwen stops him.]_ **

**GWEN:** Don't be reckless. There's no point in getting arrested for breaking and entering.

_**[She uses a spell to unlock the door. It opens to a staircase leading underground, the trio begins their descent.]** _

_**[On their way down, the cavern seems to get larger and larger, until they come up onto an upper**_ ledge _ **of a massive room, containing a large ship, and hundreds of Limax. Some are pushing around large carts containing unknown substances into the ship. Others keep watch, patrolling the large cave in a flawless pattern.]**_

**KEVIN 11:** Well, they've been busy.

**_[Ben detransforms.]_ **

**BEN:** You think?

**GWEN:** Guys, I'm picking up a lot of auras in here. Several humans, hundreds of Limax….but no Grandpa.

**KEVIN (Sarcastically):** Maybe they killed him.

**_[Gwen turns to him sharply, speaking in a harsh tone.]_ **

**GWEN (Angrily):** Do not. Talk that way. About Grandpa. Again.

**_[Gwen sighs.]_ **

**GWEN:** Besides, I wouldn't have been able to track him here if he was.

**KEVIN 11:** My bad, witch-girl. Just being realistic.

**BEN:** We're getting nowhere with this. Now, I have an idea on how we can get in. First, I'm gonna need Kevin to put this on.

**_[Ben pulls out an item from his other jacket pocket, a strange looking mask.]_ **

**KEVIN 11:** What's that thing supposed to be?

**BEN:** An ID Mask. I grabbed it from the base. You can use it to look like anybody you want. Or any thing.

**KEVIN 11:** You mean...I could look normal again?

**BEN:** Probably. I've only heard Grandpa talk about it. I've never actually seen it being used before. But right now, we need you to pose as one of the Limax. Gwen and I will hide in one of the carts. Once we're in, we need you to sneak us through so we can get as much intel as we can.

**KEVIN 11:** Then can we start smashing heads?

**BEN:** Definitely.

**KEVIN 11:** Sounds good to me. But why do I have to wear the mask? Can't you just turn into one of them?

**BEN:** I don't have their DNA. And you're the most expendable.

**KEVIN 11:** Fair enough. Hand it over.

**_[Ben hands Kevin the mask. He puts it on and becomes a large, misshapen Limax. Ben and Gwen reel back.]_ **

**BEN:** Eh, close enough. Now go grab one of those carts.

**_[Kevin follows these instructions, bringing back one of the carts. Gwen summons an extremely large, thick blanket for them to hide under. After they conceal themselves under the blanket, the trio heads inside, meeting up with one of the guards.]_ **

**LIMAX GUARD:** State your rank and business.

**KEVIN:** Zritin Division, general cargo. Nothing important.

**LIMAX GUARD:** You won't mind if I take a look then?

**KEVIN:** I said it's nothing important.

**LIMAX GUARD:** Whatever. Move along.

**_[They continue onward.]_ **

**BEN:** How'd you do that?

**KEVIN 11:** You live in the Null Void for a few years, you pick up a few tricks.

**_[As they wander around the ship, Kevin hears a voice in the distance.]_ **

**LIMAX GUARD:** Welcome back, sir.

**_[The voice belongs to one of the patrolling Limax Guards, speaking to a much larger Limax with some sort of pseudo-skeleton.]_ **

**LIMAX COMMANDER:** Are the preparations complete?

**LIMAX GUARD:** 45%, Sir. Things have been going perfectly. The Plumbers have been little trouble, save for one Maxwell Tennyson.

**_[Inside the minecart, Ben and Gwen perk up.]_ **

**LIMAX COMMANDER:** I see. And the soldiers I sent to kill him?

**LIMAX GUARD:** They haven't reported back. It is safe to assume that they are dead.

**_[Kevin changes course to steer closer to the two.]_ **

**LIMAX COMMANDER:** Hmm… perhaps we underestimated him. What of his grandson?

**LIMAX GUARD:** While there's no uncertainty that he's aware of our enterprises here, we don't know whether he's taken any action against us yet. However, it's only a matter of time until he does.

**LIMAX COMMANDER:** I'm counting on that.

**_[He walks away, down another corridor inside the ship. Kevin follows, making sure to stay far enough behind the Commander where not even he can see him. He uses his Wildmutt senses to track him.]_ **

**_[Ben sighs heavily with relief.]_ **

**BEN (Whispering):** Good. So Grandpa is okay. But why was he here?

**KEVIN:** That Limax who was just talking looks pretty important. He was hiding something. I can tell. Probably knows more about what's going on than that guard does. Back in the Null Void, the top dogs would go around and question everyone to see what all they knew. They wanted to have full control over all information. Rumors, facts, speculations, all of it. I'm guessing that official was doing the same thing. There's a chance he knows where your Grandpa is.

**GWEN:** Wow. It almost sounds like actually want to help Grandpa.

**KEVIN:** Whatever will keep me out of the Null Void.

**_[He senses the Commander entering an elevator. He speeds up. The elevator is in his sights. He goes just a little faster-]_ **

**LIMAX GUARD:** Hey, where are you going?

**_[The guard stops him.]_ **

**LIMAX GUARD:** You're not supposed to be this far. All cargo goes in Hold 4. What are you trying to do?

**KEVIN:** I just need to ask the commander a question.

**LIMAX GUARD:** If it's so important that you'd carry your cargo all the way up here, you can tell me. I'll direct it to the commander.

**KEVIN:** It wasn't that important. I just got sidetracked.

_**[The guard gives him a suspicious look.]** _

**LIMAX GUARD:** Hold 4.

**KEVIN:** Yeah, I know.

**_[_ _**Ke** vin stomps away. The guard eyes him cautiously.]_ **

**BEN (Whispering):** Nice one.

**KEVIN:** Can I start bashing heads now?

**BEN:** No. We still don't know enough about what they're planning yet.

**KEVIN:** We'd better find something soon.

**_[He grips the cart so hard that the metal contorts.]_ **

**BEN:** Hey, keep your cool until we're ready. Don't blow our cover.

**_[They keep walking for several more minutes. Around them, the Limax migrate and shuffle from one corridor to the next, passing information imperceptible to the trio. Some stare at Kevin. Some whisper to their comrades while giving him the occasional glance. At last, Kevin sees other Limax with carts entering a wide hall. He follows in suit.]_ **

**KEVIN:** I'm guessing this is Hold 4.

**_[Kevin shortens his stride to build space between he and the Limax ahead. Soon there are no Limax in front or behind of Kevin. His senses confirm that the coast is clear for them to talk freely.]_ **

**KEVIN:** Okay, no Limax around.

**_[Ben and Gwen emerge from under the blanket. Their heads are soaked with sweat, and Ben's jacket is off. He wipes his forehead with his arm.]_ **

**KEVIN:** Hot under there?

**BEN:** Yeah, a little.

**KEVIN:** Suck it up, Tennyson. There are worse things out there than a little heat.

**BEN:** I'm not complaining.

**GWEN:** It's about 110° in here. And the blanket doesn't help.

**KEVIN:** Oh, right. You said something about the Limax and heat, right? That's probably why.

**BEN:** Yeah. The first time we ran into them was the hottest day of the year. In the middle of a desert.

**_[They come upon a detour. A rather wide opening containing a winding ramp leading down to a mysterious cellar. Ben shows interest in it.]_ **

**KEVIN:** No one's down there. Wanna check it out?

**BEN:** So none of the carts go down there?

_**[Beat]** _

**_GWEN:_ **Yeah, let's see what's down there.

**_[They descend down the winding ramp. It's much longer than they initially expected. When they reach the bottom, they find that they are in a wide, open room, decorated with green egg-shaped blobs on both the floor and the walls. The only light illuminating the room is the stray beams leaking from the entrance.]_ **

**GWEN:** What is this?...

**_[Ben climbs out. He walks over to the nearest pod to inspect it. When he realizes what it is, his eyes widen.]_ **

**BEN:** Kevin, give me a light.

**KEVIN:** Why?

**BEN:** Do it.

**_[Kevin lights a flame in the palm of his Heatblast hand and walks to where Ben is kneeling. He shines it on the pod.]_ **

**KEVIN:** Woah.

**_[Inside is a comatose Cash. Kevin tosses his flame into the air. Dozens upon dozens of pods on the walls are illuminated. All containing people inside. One of the kids from Episode 1. The black belt who tried to get Gwen's number. A reporter who tried to interview Ben outside of LeRoy's.]_ **

**_[Ben and Gwen are horrified.]_ **

**_[The scene transitions to the ship's control center. A single Limax is working at the console. The Limax Commander walks in behind him.]_ **

**LIMAX COMMANDER:** The operation is nearly complete. The others are ready.

**_[The Admiral doesn't turn around.]_ **

**LIMAX ADMIRAL:** Are you sure we should begin now? You realize we'll be revealing ourselves to the entire world. Our influence is not strong enough yet.

**LIMAX COMMANDER:** It must be now. Tennyson has halted a considerable amount of major fronts in our campaign in a fortnight alone. The final procedures will take much too long. And they are the most unstable. If we stack our towers too high, Tennyson will be able to topple them with a simple tap from his finger. We're at high risk of falling even now. Especially considering the power his grandson possesses…

_**[The Admiral twists around.]** _

**LIMAX ADMIRAL:** His grandson has gotten involved?!

**LIMAX COMMANDER:** Yes. He eliminated the squadron we dispatched to kill Tennyson. If we let him gain momentum against us, he will uproot our entire six-year campaign to the foundation.

**LIMAX ADMIRAL:** You should have told me sooner! What if Tennyson told him about this vessel?! We're the head of the operations for this quadrant! If he attacked us, the whole plan would be for naught!

**LIMAX COMMANDER:** I'm fully aware of the situation. That's why we need to begin now. The other legions have agreed that we must act now. Give the order. Within the next rotation, we must begin.

**_[Suddenly the door behind the Commander opens. The guard who stopped Kevin from entering the elevator enters. The Commander glares at him.]_ **

**LIMAX COMMANDER:** Why are you entering without authorization?

**LIMAX GUARD:** One of the carters wanted to speak to you. He was a nasty looking one. Very deformed. He looked suspicious to me, so I turned him away.

**LIMAX COMMANDER:** And?

**LIMAX GUARD:** I wanted to see if my suspicions were justifiable. So I'm requesting use of the security monitors in Hold 4.

**_[The Commander looks at the Admiral. They're both thinking the same thing.]_ **

**LIMAX ADMIRAL:** Very well.

**_[He pulls up the feed of several cameras from Hold 4 on a holographic screen. They see Kevin pushing the cart out of the Hold amidst the new Limax traffic. He still has cargo underneath the blanket. However, they see something suspicious jutting out from underneath: a jacket sleeve.]_ **

**LIMAX GUARD:** What is that?

**_[The Admiral immediately activates his intercom.]_ **

**_[Transition back to Kevin pushing the cart.]_ **

**LIMAX ADMIRAL:** Attention, mysterious entities have been detected onboard the ship. Proceed with caution.

**GWEN (Whispering):** You think that's us?

**BEN (Whispering):** We're not sticking around to find out.

_**[Ben activates the Omnitrix, twisting the ring until a medium-build angular humanoid silhouette appears, before smacking it down.]** _

**_[TRANSFORMATION: Pink crystals began growing up from Ben's Omnitrix to his forearm. Ben spins to the front as purple-looking stone starts to surround his chest as two small pink spikes grow out. Indigo stone surrounds Ben's head as his eyes form to one and pink crystals surround his face. Six larger shards start growing out from Ben's back. Ben slowly spun around to the front as he bends his right arm back and raises his left arm up in the air.]_ **

**_[Alarms start blaring, casting red light all over the ship.]_ **

**LIMAX:** It's the Omnitrix Wielder! Stop him, before he ruins our plans!

**CHROMASTONE:** Too late. We know what you're doing here.

**_[He blasts a group of Limax.]_ **

**CHROMASTONE:** And I'm mad.

**_[Kevin takes off his ID Mask.]_ **

**KEVIN 11:** Finally!

**_[In less than a second, he grabs two of the Limax by the head and bashes them together. Gwen makes a circular motion with her hands, and her hands are imbued with her magic. She begins firing around the Limax. Kevin frowns, as he shoots fire from his hand. The Limax simply shapeshift around his flames.]_ **

**GWEN:** Did you forget? Fire makes them stronger!

**KEVIN 11:** Right…

**_[In no time the trio is surrounded. Chromastone effortlessly fires beams at them. Gwen uses a wide assortment of spells to protect herself from the Limax who think she is the weak link. And Kevin starts enjoying bashing them senseless a little too much. The three manage to break up the crowd. They each separate and begin fighting on their own. But no matter how many Limax t_ _hey beat,_ _5 more_ _flood_ _i_ _n_ _to take their place. One of them lands a good hit on Chromastone and sends him sliding across the ground. He blasts it away.]_ **

**CHROMASTONE:** This is getting us nowhere!

**_[He picks himself up.]_ **

**CHROMASTONE:** Gwen, Kevin, cover me! I'm going after the Commander.

**_[He charges through the oncoming Limax with an array of beams. Gwen casts a light wind spell to push the ones he missed away, but he somehow manages to make it through the horde.]_ **

**GWEN:** These things seem a lot easier to fight than they were...

**_[Chromastone exits Hold 4. Some Limax charge at him, but the majority are fleeing from the ship. He stares at them, wondering why they would be retreating when they have the trio so outnumbered.]_ **

**_[Suddenly he's blasted from his feet by a powerful punch to the side of the face. He skids along the floor for several yards. He looks up to see the identity of his assailant: the Limax Commander.]_ **

**LIMAX COMMANDER:** Ben Tennyson. I will stop you before you knock down the tower I've built!

**CHROMASTONE:** Oh, so you're the Commander? Thanks for coming to me. Now all of your cronies can watch me beat you into a pile of sludge.

_**[Chromastone runs into battle and starts throwing punches at the Commander, but the impacts are absorbed by the gelatinous form. Chromastone's hand gets stuck inside. He produces a blast temporarily blowing part of the Limax's body apart.]** _

_**[Chromastone attempts to petrify him in translucent rock, but it doesn't work. The Limax Commander charges at him…]** _

**_[Several Limax gang up around Gwen.]_ **

**KEVIN 11:** HEY, UGLIES! TAKE THIS!

**_[Kevin blasts a stream of Stinkfly slime at the Limax surrounding Gwen. While not as effective as water, it does get them to back off. Some of it gets on Gwen.]_ **

**GWEN:** Could have done without the slime shower, but thanks for the save.

**KEVIN 11:** Don't get used to it, witch-girl.

**GWEN:** Please stop calling me that.

**_[Cutting back to Ben, the Commander is holding him down.]_ **

**LIMAX COMMANDER:** Succumb to your fate, Omnitrix Wielder! It's time for you to drown in your own hubris!

**CHROMASTONE:** ...Drown? ...Drown!

**_[Chromastone looks up and fires a giant blast of energy from the shard on his head, blowing a massive hole in the ship. A distant rumbling is heard creeping closer.]_ **

**LIMAX COMMANDER:** What did you do?!

**CHROMASTONE:** Succumbing to fate. Well, not mine. Just yours.

**_[Suddenly, water from the Bellwood River starts flooding the ship, as well as the entire complex. The Limax Commander and Chromastone are swept away by a violent torrent. Chromastone manages to regain his ground, but the Commander is nowhere to be seen.]_ **

**CHROMASTONE (Triumphantly):** Ha!

**_[Then his tone falters as he realizes what's going to happen.]_ **

**CHROMASTONE:** ...Oh, man!

** Act Three **

**_[The Omnitrix times out. Ben looks down at it.]_ **

**BEN:** YOU COULDN'T HAVE PICKED A WORSE TIME TO DO THAT!

**_[Ben runs to find Gwen and Kevin in another room, having just cleaned the floor with the Limax there.]_ **

**BEN:** Guys, we need to get out, now! The entire ship is flooding!

_**[Gwen starts to think.]** _

**GWEN:** Alright, I have an idea. First, we need you to take us back to the room with the leak.

**_[The trio run back to the main room where Chromastone's blast had caused the massive leak. Gwen prepares herself to cast a spell.]_ **

**GWEN:** Orbis...PROTECTA!

**_[A light blue orb surrounds Gwen and Kevin.]_ **

**KEVIN 11:** What about Tennyson?

**GWEN:** I didn't have enough time to prepare the spell for more than two passengers. Ben's gonna have to find his own way out.

**_[The Omnitrix beeps, now fully recharged.]_ **

**BEN:** Don't worry guys, I have a plan.

**_[Ben activates the Omnitrix, twisting the dial until a skinny, tall humanoid with claws, fins, and a strange object attached to his head is shown. He smashes the core down.]_ **

**_[TRANSFORMATION: Pale green scales emerge from the Omnitrix, covering Ben's arm as he sprouts claws and webbed fingers. Cut to Ben's head, he grows a lure out of his forehead as his neck thickens, developing gills in the process. His hair turns to green fins,_ _his skin turns_ _a pale_ _g_ _reen, and rows of piranha-like teeth erupt from his jaw. His eyes become beady and purple.]_ **

**_[Gwen's shield bubble awkwardly floats its way up past all of the water and wreckage, before bobbing up on the top of the river. Gwen rolls the bubble across the water to the nearest dock.]_ **

**GWEN:** So, we even?

**KEVIN 11:** Even.

**_[Back in the wreckage of the ship, the Limax are being washed away by the flood. The current coming in is very strong, but Ripjaws is doing his best to swim out.]_ **

**_[Eventually, he manages to slingshot upward, flying up and out of the water. He lands on the same dock as Gwen and Kevin with a loud thud before timing out.]_ **

**BEN:** ...Ugh.

**KEVIN 11:** Nice faceplant, Tennyson.

_**[Ben gets up, stretching and letting out a groan.]** _

**BEN:** ...Whatever. That's one Limax ship down. And who knows how many more could be in Bellwood, or anywhere.

**_[Ben and Gwen hear footsteps.]_ **

**GWEN:** Where are you going?

**KEVIN 11:** I'm done, aren't I? I helped, you got some intel, and we took down one of those Limax's ships. What else am I supposed to do?!

**BEN:** Didn't you hear them? This is just the beginning. And Grandpa Max is still missing. Look, like it or not, you're with us now. And we could still use your help.

**_[Kevin stops walking and thinks about it.]_ **

**KEVIN 11:** Are you saying you actually...need me?

**_[Ben paused for a moment before he says something he would regret, Gwen steps in.]_ **

**GWEN:** Yes.

**_[Both Ben and Kevin were surprised. Ben crossed his arms and smiled. Kevin turns away and does the same.]_ **

**KEVIN 11:** Hmm. I guess it beats having to go back to the Null Void.

**_[Kevin scowls turns to face them again.]_ **

**KEVIN 11:** Fine. I'll stay if you really need me that badly. But you're gonna owe me big time.

**BEN:** Of course. Whatever it takes.

**[Beat]**

**KEVIN 11:** ...You guys are serious?! You're really going to help me out of...

**_[Kevin gestures to himself.]_ **

**KEVIN 11:** This? I want to have a normal life again, or at least as normal as I can make it. And I can't do that while I'm stuck in this body. So once we've saved your Grandpa, I would like for you guys to help me become a human again.

**GWEN:** Of course.

**_[She puts her hand on one of his shoulders.]_ **

**BEN:** We'll help you.

**_[The trio looks out to the Bellwood Bridge.]_ **

**KEVIN 11:** ...Thanks.

**_[Beat]_ **

**_[A bunch of pods from the ship floated up to the surface of the water.]_ **

**KEVIN 11:** ...We should probably get those people back home, right?

**BEN and GWEN:** Yeah.

**_[CREDITS]_ **


	3. Episode 3: Haywire

** Cold Open **

**_[A panning fade into a workshop with various machines going off, a familiar blonde boy working on some sort of robotic arm contraption.]_ **

**COOPER DANIELS:** Alright…focus…

**_[His eyes glow blue as he begins to move his hand. The robotic arm begins to move with it.]_ **

**COOPER:** It's...it's working!

**_[It soon short-circuits with a puff of smoke and powers down. Cooper lets out a sigh.]_ **

**COOPER:** Aw, man. I'm never gonna get this right.

_**[Suddenly, a laser is seen cutting through the wall, the cut section of the wall falls down, revealing a shadowy figure with a female voice.]** _

**COOPER (Scared):** Who...who are you?

 **VOICE:** That's not important. Word on the street is, you're some kind of technopathetic whizz kid. Maybe you can be of some help to me, punk. You're coming with me.

**_[The figure grabs the stunned Cooper by the neck of his shirt and leaves.]_ **

**_[INTRO]_ **

** Act One **

**_[Open to the next day, Ben, Kevin and Gwen are fighting the Limax that was taking the position of Cash earlier.]_ **

**_[Gwen blasts magical energy at the Limax, but it dodges.]_ **

**GWEN:** Ben, a little help here?

**_[Ben is attempting to use the Omnitrix, slamming repeatedly on a blue lizard form.]_ **

**BEN:** Sorry, this thing's on the fritz again!

 **GWEN:** Has Grey Matter been messing with it again?

**_[Suddenly, a flash of green static envelopes the watch, before transforming Ben into a familiar rocky fire being.]_ **

**HEATBLAST:** Seriously?! The freeze-lizard would have been better.

**_[The Limax seems to get stronger just in the presence of Heatblast, as it slowly overpowers Kevin.]_ **

**GWEN:** Too bad you don't have a cold.

 **HEATBLAST:** Wait...that's not a bad idea.

 **GWEN:** What? Are you serious?!

 **HEATBLAST:** Just do it!

 **GWEN:** Alright…

**_[Gwen prepares a spell…]_ **

**GWEN:** Vira...Humana!

**_[The spell causes the target to develop a cold, which, when applied to Heatblast, transforms him into an ice alien. All of his yellow fire is replaced by swirling blue.]_ **

**HEATBLAST (Congested):** Alright, Kevin, fire it up!

**_[Kevin and Heatblast fire an ice beam and a flame blast together in one beam, defeating and effectively melting the Limax.]_ **

**GWEN:** Huh... Didn't expect that to actually work. But now you're sick.

**_[Heatblast wheezes heavily.]_ **

**HEATBLAST:** It's...alright. I've endured worse.

**_[Suddenly with a beep and a crackle, through the Omnitrix, comes the voice of an elderly male.]_ **

**VOICE (Panicked):** Attention, All Plumbers in the area; Cooper Daniels has gone missing, I repeat, Cooper Daniels has gone missing! Code Amber, Code Amber!

**_[Ben detransforms.]_ **

**BEN:** I… _[sniff]_...know that voice. That's Buck Daniels, Cooper's Grandpa.

 **GWEN:** Cooper's in trouble? Let's go. But, uh...what do we do about Kevin?

 **KEVIN 11:** Hold it, I've got an idea.

**_[Kevin pulls out an ID Mask from his back pocket, the same one he used earlier.]_ **

**KEVIN 11:** I've been figuring out how to work this thing, check it.

**_[Kevin puts the mask on, and becomes a human version of himself...well, mostly. He appears to be a little bit malformed.]_ **

**KEVIN:** It's not perfect, but it'll have to do.

 **BEN:** Fair enough, I guess. Come on.

**_[The crew then finds themselves at Cooper's workshop. Kevin observes the giant hole in the wall.]_ **

**KEVIN:** Gonna go on a limb here and say that wasn't here before.

**_[Ben and Gwen are looking around the warehouse, trying to see if they can find anything.]_ **

**KEVIN:** So, who's this Cooper guy anyways?

 **BEN:** _[sniff]_ ...Cooper's a skilled technopath. He can telekinetically disassemble and reassemble any technology in a snap. Helped us when we faced against this league of villains.

 **KEVIN:** Wait, there was a league of villains and I wasn't invited?

**_[Kevin folds his arms.]_ **

**KEVIN:** I'm insulted.

**_[Kevin steps into the warehouse.]_ **

**KEVIN:** Can't you just use Wildmutt, like you did at the docks?

 **BEN:** That's… _[coughs]_...kind of a bad idea. I'm essentially blind when I use him when I'm sick like this.

 **KEVIN:** Well, you're useless for now. What about Gwen?

**_[Gwen's eyes glow blue, as she picks up a tool Cooper was using.]_ **

**GWEN:** Already on it. Using a tracking spell that should reveal where he is...but it'll take a while.

_**[Kevin looks around, before coming across a computer. He then looks to his left, where he notices a video camera.]** _

**KEVIN:** Might wanna hold off...I think I just found something.

**_[Ben and Gwen walk over as Kevin turns on the computer, and finds some recording application.]_ **

**KEVIN:** Kid's smart for recording himself. Probably for test runs or something.

_**[They check through the recordings, looking for one that might show what happened.]** _

**BEN:** Alright… _[coughs]_...the date on this one is yesterday, speed it up.

**_[Kevin presses a button to speed the footage up, hours of video go by in seconds, but he suddenly stops.]_ **

**KEVIN:** Hold up, this looks interesting.

**_[The footage shows Cooper, back turned to the camera, building something, after a few moments, he raises his arm, with a purple and yellow colored makeshift device on his wrist.]_ **

**COOPER:** Alright, let's go….Firewall!

**_[He slaps the top of the false device, revealing it to be a fake Omnitrix, Cooper then starts throwing his hands around and making cheesy blasting sounds.]_ **

**COOPER:** Pchoo, Pchoo! Take that, Vilgax!

**_[Kevin laughs]_ **

**KEVIN:** Oh man, this guy. Hey Ben, Coop-nerd here is gonna give you a run for your money.

 **BEN:** Shut up, and keep looking through the footage.

_**[They speed the footage up again, stopping close to the end of the file, in the middle of the night. The same figure is shown busting through the wall and kidnapping Cooper.]** _

**KEVIN:** Can't see nothing. It'd help if the kid had more lights around.

 **GWEN:** Wait, what was that?

[For about two frames, a large part of the figure's body is visible, enough to make out half of an insignia on the chest.]

 **BEN:** Wait...guys, _[sniff]_ I recognize that symbol. I know who we're looking for.

 **GWEN and KEVIN:** Who?

 **BEN:** Rojo. _[coughs]_

** Act Two **

**KEVIN:** Okay...mind getting me up to speed? I have no idea who that is.

 **GWEN:** Her real name is Joey Harley, but ever since the time one of Vilgax's drones fused with her, she's gone by Rojo.

 **BEN:** She was also…[ _cough]_...part of that league of villains I mentioned earlier. She had some new tech armor or something.

 **KEVIN:** Well, if this chick has some high-tech armor, and this Cooper is good with tech…

 **GWEN:** ...Then she's going to use him to upgrade her armor!

 **KEVIN:** Exactly.

 **BEN:** Then we better get to figuring out where she took him. The sooner we find her, the better chance Cooper hasn't finished that armor yet.

 **GWEN:** And I think I may be able to help.

**_[Gwen puts down the tool she was scanning earlier.]_ **

**GWEN:** They're in a scrapyard, downtown.

**_[Cut to the junkyard. Cooper is strapped to a makeshift table, while Rojo is preparing something.]_ **

**COOPER:** Look, I'm not gonna upgrade your stupid armor. You trashed my lab! You're lucky you didn't break something important.

 **ROJO:** Heh. I kinda figured you'd be against the idea, kid. Thankfully, I have some...persuasion.

 **COOPER:** And what's that?

**_[Rojo holds up a small patch, with red Mechamorph looking circuitry on it.]_ **

**COOPER:** W-what's that?

 **ROJO:** Persuasion. Some alien virus I got off of a special market. Not that I bought it or anything.

**_[Rojo walks towards Cooper, who struggles in his predicament. She applies the patch onto Cooper's neck, and his eyes suddenly turn from blue to red…]_ **

**_[Cut to the team standing outside of the Junkyard. Kevin is no longer wearing the mask.]_ **

**GWEN:** This is the place.

 **KEVIN 11:** Junkyard, huh? Classic. I remember a time where I lived in a junkyard. Surprisingly fun if you're someone like me. People dumped all kinds of stuff back in New York. One time I tried to build a car out of some of it. That didn't go well.

 **GWEN:** You? Driving? That's a scary thought.

 **BEN:** Guys, shhh, I hear something.

**_[From out of the shadows, something appears. It's Cooper—but cables and wires all attached to his body. His face is cold and emotionless.]_ **

**BEN:** COOPER!...Coop? Whoa. What happened to you?

 **COOPER (Robotically):** Oh. Hello. Ben.

 **KEVIN 11: I** s he...always this way?

 **COOPER:** It's. The. Way. Mistress. Rojo. Programmed. Me.

 **BEN:** Back up a second there...Mistress Rojo?

 **COOPER:** Of. Course. She. Is. Wonderful.

**_[Kevin scratches his chin, before noticing something strange on Cooper's neck.]_ **

**KEVIN 11:** Hey, Ben...you may not be the only one here with a virus in you. Look.

**_[Ben takes a closer look, notices the chip.]_ **

**BEN:** Another gift from your "mistress"? Mind if we see her?

**_[Cooper's eyes start to glow a menacing red. Some of the metal around Cooper starts to move closer and closer. His tentacle cables start to lift him off the ground.]_ **

**COOPER:** The. Mistress. Is. Gone. Either. Way I. Cannot. Let. You. See. Her.

**_[Ben rolls up his sleeve, activates the Omnitrix.]_ **

**BEN:** [sniff]... I'm gonna get you out of this, Coop. Hang on!

_**[TRANSFORMATION:** Ben's hands lock into a claw shape, his fingers disappearing as his skin is covered by a shiny dark orange shell. The camera comes around to his face, zooming into his head. His brain is shown, growing several times in size, then a spark of electricity blinds the screen. It changes to his back, his shoulders climbing up to the sides of his head. He leans forward as his legs morph from two to six. The shot changes to the Omnitrix, shining briefly, before moving up to reveal two beady yellow eyes. Finally, it zooms out as the crab-like form strikes a pose, the top of his head parting in two, revealing the large brain, spewing electricity. **]**_

**KEVIN 11:** And how is some seafood platter gonna get him out of this?

 **BRAINSTORM:** I'll have you know that this form is most capable of getting Cooper out of this predicament, Kevin Ethan Levin.

 **GWEN:** Ooh, he full named you.

 **BRAINSTORM** : You two need to hold him off, as I must assess the situation.

 **KEVIN 11:** WHAT?!

 **BRAINSTORM:** Kevin, my cranium is aching. I need time to reach a form of zen to better assess my situation.

 **KEVIN 11:** So what? The seafood platter is an overgrown Grey Matter?

 **BRAINSTORM:** You shall see, just do it, post-haste!

**_[Cooper rises from the floor, supported by a mess of cables and other strange mechanisms. He fires a cable at Kevin's legs, pulling him to the floor and dragging him away.]_ **

**GWEN:** I've got it!...

**_[Gwen produces a kind of heat laser from her hand that slices through the cables. It cuts to Brainstorm scanning the area for a way to defeat Cooper.]_ **

_**BRAINSTORM (Thinking):** While an apt tactical maneuver, removing Kevin from the battle exposes a great weakness in this mechanical cacophony he has encased himself in. The masses of cables could be cut through...but they would likely need to be cut all at one time to properly disable the mechanism…_

**_[Cooper is seen swinging around Kevin and Gwen in the background while Brainstorm figures out a plan.]_ **

**KEVIN 11:** ANY TIME NOW, TENNYSON!

 **BRAINSTORM:** I AM TRYING TO CONCENTRATE!

**_[Brainstorm unknowingly lets off a random burst of electricity right into Kevin, which causes Cooper to let him go.]_ **

**KEVIN 11 (Groaning):** ...Thanks.

**_[As Kevin gets up, he feels a spark. A spark he hasn't felt in a long time.]_ **

**KEVIN 11:** Hey, wait a minute...I...I'm feeling...something.

**_[Kevin slowly realizes what happened, sparks flying from his fingers. Kevin laughs.]_ **

**KEVIN 11:** I don't know what you did, Tennyson, but I haven't been able to do this in years! It's like I got my old powers back!

 **BRAINSTORM:** Oh, that will be extremely useful, as I have a plan. I require you to seize one of those forklifts over there, while I commandeer the other one. Gwendolyn has to distract Cooper, perhaps restraining him, then you and I align the forklifts, and send them directly into the cable monstrosity.

 **KEVIN 11:** Gwen holds him down and we slice the cables?

 **BRAINSTORM:** If you want to dumb it down, then certainly.

**_[Cuts to Gwen, she's free from Cooper's cables.]_ **

**BRAINSTORM:** Gwendolyn! Restrain him in the center of the room!

 **GWEN:** On it!

**_[Gwen runs over, waving her arms.]_ **

**GWEN:** HEY COOPER! OVER HERE!

**_[Cooper turns around, looking angered. He then dashes toward the center of the room. Gwen prepares a spell.]_ **

**GWEN:** _...Kapelli...SCHMEL'ZE!_

**_[Suddenly, part of the cable mass melts to the floor, leaving Cooper stuck to the ground, struggling to regain control of his machine.]_ **

**BRAINSTORM:** Alright, Kevin, on three!

 **KEVIN 11:** One…

 **BRAINSTORM:** Two…

 **BOTH:** THREE!

**_[Ben and Kevin immediately start their forklifts on a collision course with Cooper's cable mass. Both of them bail from the forklifts quickly, a loud crunch is heard as the cables are sliced by the two forklifts.]_ **

**COOPER:** AGH!

**_[Cooper collapses to the floor, his cable mass cut down to size and squirming. Ben times out.]_ **

**BEN:** He's gonna be out cold for a bit…[coughs]...can you guys get him back to safety?

 **KEVIN 11:** Yeah, sure, leave us with the boring part. And what are you gonna do, Tennyson?

**_[The Omnitrix beeps, there's a sudden green flash.]_ **

**XLR8:** I'm going after Rojo.

**_[XLR8 speeds off.]_ **

** Act Three **

**_[It opens to XLR8 running down the highway, weaving between the cars.]_ **

_**XLR8 (Thinking):** Okay, if I were Rojo, where would I be...she can't be too far from here, it's not like she can…_

**_[Rojo then speeds by using the new rocket boosters installed on her suit, she flies in front of XLR8.]_ **

_**XLR8 (Thinking):** ...fly._

**ROJO:** Well, if it isn't the brat with the watch. Like the new upgrades? I gotta say, the punk's good with the tech. How about another demonstration?

**_[Rojo fires an EMP Blast that hits XLR8, causing him to lose control and spin out, giving Rojo with a massive lead. She's headed toward the city. XLR8 crashes into a wall.]_ **

**XLR8 (Dazed):** Ohhh….I'm gonna feel that one tomorrow.

**_[XLR8 does his best to try and catch up to her, the shot pans to the nearby city.]_ **

**_[Cut to a shot within the city. We see people walking, going about their day, when Rojo speeds by, causing the bystanders to cower as the camera shakes a little. It's followed by a blur of black and blue along the ground. The onlookers give off a confused look.]_ **

**ROJO:** You can't stop me now, Tennyson!

 **XLR8:** Try me.

**_[Rojo rotates around, flying forwards bu_ _t facing backwards. P_ _anels on her wrists come up revealing rocket launchers.]_ **

**ROJO:** Time to say goodbye, kid!

**_[XLR8 veers to the left and dodges the rockets, Rojo spins back around to the right direction.]_ **

_**XLR8 (Thinking):** Gotta think quick, gotta think quick, what to do, what to do…_

**_[He spots a motorcycle in the distance, coming up fast.]_ **

**XLR8:** Here goes nothing…

**_[XLR8 speeds in the direction of the motorcycle, as he prepares to smack the face of the watch on his chest. Seconds before he crashes into it, he immediately smacks the Omnitrix, transforming into a blobulous black and white form with green stripes. This form impacts with the bike, and fuses with it.]_ **

**UPGRADE:** Alright! Let's do this thing!

_**[Upgrade rockets the bike forward at top speed, using some jet boosters of his own, and catches up to Rojo in no time.]** _

**_[Upgrade fires a huge laser from the front of the bike, Rojo weaves to either side.]_ **

**ROJO:** You're gonna have to do better than that to beat me, kid!

 **UPGRADE:** Oh, yeah?! Watch this!

**_[Upgrade increased his speed as he drove toward a ramp, and jumps off. He lets go of the bike and flies forward. The bike slams into Rojo's and the two explode on impact. Rojo looks angered.]_ **

**ROJO:** My bike!

 **UPGRADE (Sarcastically):** Whoops.

**_[She stops flying, turns around, and grabs Upgrade by what would be a shirt collar.]_ **

**ROJO:** You'll pay for that!

 **UPGRADE:** Sorry, I don't have that kind of money.

**_[Upgrade partially fuses with her suit, attempting to neutralize it.]_ **

**UPGRADE:** You, on the other hand, will have to make it up in prison.

 **ROJO:** Why you little...

 **UPGRADE:** Hang here until the police arrive.

 **ROJO:** "Sorry", but I don't have that kind of time, kid. I've learned from your little tricks.

**_[Rojo's suit lets off an EMP blast that forces Upgrade to let go, leaving him convulsing on the ground. Rojo runs away.]_ **

**_[The Omnitrix times out. Ben lets out a groan as he sees Rojo running down the street. He tries to run after her, but he's still sick.]_ **

**BEN:** You're not … _[coughs]_...going anywhere until Cooper is okay…

**_[Beat]_ **

**BEN:** Oh, man...

**_[We cut back to Cooper's home, where a disappointed Ben entered inside. Ben sneezed.]_ **

**KEVIN 11:** Oh great, Patient 10 is back.

 **BEN:** I couldn't stop Rojo… and we don't even know how to save Cooper...

 **GWEN:** Actually, you might be wrong there.

 **BEN:** Huh?

 **KEVIN 11:** Quit worrying so much, the kid's alright. I was able to sap all of the power out of that thing on his neck. Fell right off.

 **BEN:** H-how?

 **KEVIN 11:** It's probably best you don't know all the details.

 **GWEN:** But he's okay. That's all that matters now. But he'll probably wake up with a little headache.

**_[Cooper groaned and slowly started to wake up. Cooper held onto his head.]_ **

**GWEN:** Hey, Coop.

 **COOPER:** Ben, Gwen? It's great to see you! But uh, who's the monster?

 **KEVIN 11:** Why you snobby little…

 **BEN:** This is our friend, Kevin.

**_[Kevin took notice to this, but looked away.]_ **

**COOPER:** Oh. What are you guys doing in my room?

 **BEN:** It's kind of a long story.

 **GWEN:** But more importantly, are you okay?

 **COOPER:** Aside from the massive migraine, I'm absolutely fine. Wait a minute… Where's that crazy armored lady? She broke into my lab and-

 **KEVIN 11:** She's gone.

 **BEN:** We had a run-in with her and she got away. She also turned you into some cybernetic monster.

 **COOPER:** Monster? No way.

 **KEVIN 11:** Yep, it was like something straight out of the comics.

 **GWEN:** But you're okay now, that's all that counts.

 **BEN:** But we need to talk to you about something important. The other reason why we're here.

**_[Cooper's face turned from curious to serious.]_ **

**BEN:** A group of alien shapeshifters known as the Limax are planning to invade the earth. They capture humans and assume their place, who knows who they've already gotten to? They may have tons of warships ready, considering we already took down one just a couple days ago.

 **GWEN:** Our Grandpa went missing and we're assuming he's left to investigate what's going on. He also left us some notes, telling us to build a team to fight off the oncoming invasion. We're in pretty deep, but we can't figure out how to stop them quite yet. We need your help.

 **COOPER:** What?!

 **BEN:** Can we count on you?

**_[Cooper looked at them with hesitation.]_ **

**COOPER:** Aliens, an invasion… Geez, I don't know...

 **GWEN:** You don't have to do this if you don't want to.

 **KEVIN 11:** Unless you wanna be trapped in some containment egg pod...thing for the rest of your life. If you know what's good for you.

 **BEN:** Please.

 **COOPER:** Hey, if my Grandpa went missing, I wouldn't know what to do myself either. But since you guys need me, I'll be happy to help. Whatever you need.

 **GWEN:** Thank you, Cooper.

 **COOPER:** Now, If you'll excuse me, I gotta get back to work.

 **KEVIN 11:** That kid either has some brains or is probably the dumbest person on the planet…next to Benji here.

**_[Kevin lets out a chuckle, but Gwen cuts him off elbowing him in the side.]_ **

**KEVIN 11:** Ow.

 **BEN:** In the meantime, we better figure out who we should next recruit.

**_[Ben, Gwen, and Kevin start heading out of the building.]_ **

**GWEN:** Actually, I kinda had an idea about that.

**_[The shot fades to a run-down apartment complex, Rojo is seen shambling up to a door labeled "B-8". She walks inside, slamming the door open.]_ **

**OFFSCREEN VOICE:** Hey Ro, how'd it go?

 **ROJO:** Eh, not so good Kelly. That punk got me again. As you can probably tell, my armor's kinda wrecked. It's gonna take me weeks to fix…

**_[A short blue-haired woman is seen sitting on a couch.]_ **

**KELLY:** I was watching you on the news, you looked great out there...I mean, uh…

 **ROJO:** Heh, thanks Kel, I just...I don't know, maybe I should give up the whole "Rojo" shtick. I don't even know why I try going after that kid anymore, it's just this weird impulse.

 **KELLY:** It's revenge for what he did to you, remember?

 **ROJO:** I guess.

**_[Kelly sighs, upset.]_ **

**KELLY:** Wait here, I've got a surprise for you.

 **ROJO:** Alright…

**_[Kelly runs into the other room, the shot changes back to Rojo slumped on a couch. Suddenly, there's a lot of loud, clattering noise. Rojo gets startled.]_ **

**ROJO:** Uh, you okay in there, Kel?

 **KELLY:** Yeah, just a minute!

**_[A few moments later, clanking footsteps are heard heading back to the main room. The shot shows her feet. The camera pans up as she speaks.]_ **

**KELLY:** Joey Harley, meet your new partner: Kelly Axel.

**_[As it pans up, it's revealed that Kelly has built her own armor suit. It resembles Rojo's, but blue themed. She raises a gun from her arm as the camera meets her now helmet-adorned head.]_ **

**KELLY:** Just call me "Axzul".

**_[The shot changes to Rojo, looking on in bewilderment, her expression changes to a smile, then an evil smirk. The shot fades to black.]_ **

**_[CREDITS]_ **


	4. Episode 4: Forevergreen

**Cold Open**

_**[Open to a cold, rainy night as we see a cloaked individual carrying something. The individual comes to a large door. An ethereal voice speaks out.]** _

_**VOICE:** _ _What is mortality's greatest enemy?_

_**[An annoying voice squeaks out from under the cloak.]** _

**CLOAKED INDIVIDUAL:** Are you gonna do this every time I come here?

 _**VOICE:** _ _Answer, Rodent._

 **CLOAKED INDIVIDUAL:** Ugh...Infinity, your highness.

 _**VOICE:** _ _Welcome._

_**[The door creaks open, allowing the cloaked entity to enter.]** _

**CLOAKED INDIVIDUAL (Muttering):** Man, this rain sucks…

_**[We cut to the sight of a throne with a large armored entity sitting in it. The cloaked individual instinctively kneels before this man.]** _

**ARMORED ENTITY:** Speak.

 **CLOAKED INDIVIDUAL (Scared):** King E. Your Highness, I've retrieved the items you've requested. A Taydenite Crystal, and a bit of something nasty from the planet of the mutts.

 **KING E:** You've done well, rat. Keep this up, and I just might spare your life when I put my master plan into action.

 **CLOAKED INDIVIDUAL (Snarky):** You have no idea what I had to do to get this stuff. It probably would've taken anyone else several days, but Argit's got it covered!

 **KING E:** Silence. Leave the items and leave this place. I have work to attend to.

_**[Argit promptly puts the cloak back on and runs out of the room. It's revealed that he was followed. We only see eyes and a silhouette. A female voice whispers...]** _

**FEMALE VOICE:** "Master Plan", huh?

**[INTRO]**

**Act One**

_**[We open to our main trio in the Bellwood Underground Plumber Base, Sector H.]** _

_**[Ben is practicing his hand-to-hand combat with a training dummy, while Gwen reads through a book. Suddenly, an automatic door flies open.]** _

**KEVIN 11:** Tennyson, we've got a message on the main screens. Some girl's asking for you.

 **BEN (Jokingly):** Is she cute?

 **KEVIN 11:** You decide for yourself, I honestly don't care.

_**[The trio rush to the Computer Room, Ben stops in his tracks when he realizes just who that is onscreen.]** _

**BEN (Shocked):**...Oh.

_**[Ben takes a step back at the sight of Kai Green, who appears to be busy reading some sort of file, but stops when she notices Ben is present.]** _

**KAI GREEN:** Ben.

 **BEN:** Kai.

_**[Kevin nudges Gwen on the arm.]** _

**KEVIN 11** : So...who is this, Ben's ex or something?

 **GWEN:** It's...complicated. Let's just say...she's more a dog person than a human person.

 **KEVIN 11:** ...Did she leave Ben for a dog?

 **GWEN:** More like Ben _was_ the dog.

 **KEVIN 11:** ...Please don't tell me she finds Wildmutt attractive.

 **GWEN:** No, not him, the other one.

 **KEVIN 11:** ...What other one?

 **GWEN:** Not now, let's see what she needs.

 **KAI:** If you two are done muttering about me in the background, let's get down to business. I...I need help. I wouldn't ask if I didn't need it. The Forever Knights have taken over the Plumber Base in Sector R.

 **BEN:** Mt. Rushmore?

 **KAI:** It seems they were able to breach the defenses and take over the place, and the whole operation is being run by a mysterious "King E.", I've cross-referenced everything I can find about The Forever Knights, but I can't find any matching information. I did, however, find a file on all your encounters with them.

_**[She starts counting on her fingers.]** _

**KAI:** Destruction of one of their bases...something about an ancient sword that turned to dust...trapped their main operative in a dream machine...killed their King in a giant Sub Energy Core explosion that...blew off half of Mt. Rushmore?

 **KEVIN 11:** Wow, Tennyson. You're quite the American Hero.

 **BEN:** Hey, you try digesting a Sub Energy Core while fighting the king of the Forever Knights! I almost blew my face off!

 **KEVIN 11:**...So you blew some other faces off?

 **BEN:** Well, technically, yes.

 **KEVIN 11:** Wow, and to think the stories of you in the Null Void talked you up, how you were the "baddest kid who ever saved the day." Some hero you are.

_**[Suddenly, there's a green flash. A hulking red entity gets in Kevin's face.]** _

**FOUR ARMS:** You want a fight, Kev? I can beat you with three arms tied behind my back!

 **KEVIN 11:** I'm down to go a couple rounds, you're gonna lose those arms!

 **GWEN:** Enough! If you two don't stop fighting, I'll magically shuffle the functions of every hole in your faces!

_**[Silence…]** _

**GWEN:** Carry on.

 **KAI:** Just...come to Sector E Beta. I'll explain further. If I use this frequency too long, the Knights might come here and take this place over too.

_**[Kai shuts off the visual. We see her side of the end of the message.]** _

**KAI:** I'm starting to think this was a bad idea.

_**[Fade in a shot of the Ellsworth Plumber Base, A.K.A. Sector E Beta, located not far from the main Plumber Base at Mt. Rushmore.]** _

**KAI:** Took you guys long enough.

_**[Kevin looks around, noticing the lack of Plumbers present.]** _

**KEVIN 11:** Figured a Plumber Base near Rushmore would be pretty busy...but this is just disappointing.

 **KAI:** The active ones are stretched pretty thin right now due to the whole "Limax" situation. That's how the Forever Knights were able to take over the one at Rushmore so easily. We're going to be taking the place back.

 **BEN:** Is that all?

 **KAI:** No. This is also a rescue mission, my Grandfather has disappeared, and I'm certain the Knights captured him and are interrogating him for information.

 **GWEN:** So what's the plan?

 **KAI:** I tracked some rat into a back entrance a couple nights ago, got a password. No doubt they've amped up security now. I just needed some backup. We're going to need to do this as stealthily as possible. Ben, think you can turn into something and sniff out some traps?

 **BEN:** Sure thing.

 **KAI:** Gwen and...You, feel like bashing some heads if we get detected?

 **GWEN:** On it.

 **KEVIN 11:** No problem. And, the name's Kevin.

 **KAI:** Whatever. Let's get moving.

**Act Two**

_**[Open to a panning shot of the forest behind Mt. Rushmore.]** _

**KAI:** The secret entrance is through this section of forest here. Ben, do your thing.

 **BEN:** I know just the perfect alien to scout out the area.

_**[Ben dials in for Wildmutt and smashes down the watch...]** _

_**[TRANSFORMATION:** _ _Ben's skin turns grey, his hair growing longer and shaggier. His body starts to become more lupine as his mouth turns into a muzzle, and claws erupted from his hands and feet. His shirt changes into a strange one-piece with the Omnitrix on the stomach. The camera zooms out as the form poses with one of his arms outstretched, and his muzzle split into four, letting out a howl._ _**]** _

_**[Everyone went silent for a moment...until Kevin bursts into laughter.]** _

**KEVIN 11:** So _that's_ what you meant by the other dog!

_**[Gwen shoves her elbow into Kevin's side.]** _

**KEVIN 11:** Ow!

_**[Kevin rubbed his side.]** _

**BENWOLF:** _[Groans]_ I can work with this. Just don't ask me to identify any colors.

_**[Benwolf gets on all fours and puts his nose to the ground, tracking for anything the Knights may have laid in the area before the entrance. As Benwolf is sniffing, the trio is left staring at his back end, tail wagging as he looks around. Kevin steps next Kai.]** _

**KEVIN 11:** So, you're a furry huh?

 **KAI (Shocked):** What?!

 **KEVIN 11:** Word on the street is you only liked Ben because he was a dog.

 **KAI:** I never had any feelings for him. I did consider something once he fully grew into a werewolf and stopped acting like a child. Then he saved me and grandfather's life so...

 **KEVIN 11:** Ah, so you only liked him because you were being a damsel in distress. Now It all makes sense.

 **KAI:** Shut it!

 **KEVIN 11:** But you know, and I can't believe I'm going to say this, there's more to people than just their appearance. Sometimes you have to look at who someone is on the inside. Trust me, I would know.

_**[Gwen appeared from the side next to Kevin, surprising him.]** _

**GWEN:** You got a lot smarter when you left the Null Void.

_**[Kevin's face turns a deeper red than it already is.]** _

**KEVIN 11:** What are you talking about? I've always been smart.

 **GWEN:** Also...how do you know what a furry is?

 **KEVIN 11:** Don't ask questions you aren't prepared to handle the answer to.

 **BENWOLF:** If you three would quit babbling back there, I think I found something.

 **KAI:** What is it?

_**[Benwolf starts digging into the ground, and quickly finds a large metallic object, with writing that reads "BLACK KNIGHT ENERGIES" on the side.]** _

**BENWOLF:** My ears picked up on the humming sound, I think it's some kind of generator.

_**[Benwolf sinks his claws into the machine, tearing it to shreds.]** _

**BENWOLF:** That should've disabled the security out here.

_**[Kai speaks up from near the door.]** _

**KAI:** Yet the door is still functioning, probably handled by another generator somewhere around here.

 _**VOICE:** _ _What is mortality's greatest enemy?_

 **KAI:** Infinity, your highness.

 _**VOICE:** _ _You are not welcome._

_**[Beat]** _

**KAI:** ...Well, that didn't work.

 **KEVIN 11:** Step aside, I've got this one.

_**[Kevin gets into a position that put his shoulder forward, and using his XLR8 speed, rams into the door, knocking it inward.]** _

**KAI:** I guess that works.

_**[The four run inside, and reach some sort of central platform, that begins to move upward as more and more Knights flood into the place to try and stop the intrusion.]** _

**FOREVER KNIGHT:** Capture the alien!

_**[The Knights dogpile on Benwolf, bringing him to the ground.]** _

**BENWOLF:** ...Guys? (Groan)...A little help here?

_**[It cuts to Kevin 11, who's taking on two Champion Elite Forever Knights at one time, he grabs them by their helmets and slams them together.]** _

**KEVIN 11:** We've got problems of our own, dogbreath. Use that pea-sized brain and think of something!

_**[We see Benwolf struggling to keep the knights from swarming around him. His form being too big and awkward to really get any spacing to think of an attack. His muzzle splits open and he looks down, releasing a sonic howl knocking his opponents back; in that second, Ben quick-changes to another form.]** _

**SPIDERMONKEY:** Let's see how all of you like a face full of web! Ah-ah-ah!

_**[Kai struggled to fight against a larger knight, as she was knocked to the ground. The massive knight prepared to strike her down with his sword, but Spidermonkey shot web from out of his tail and pulled her away, before webbing the face of the knight.]** _

**SPIDERMONKEY:** Check it out! Hands-free!

_**[The knight struggled to get the web from off of his mask before Kevin charged into him with a shoulder bash. A few more knights rush him, but he simply grabs two of them and bashes their heads together, knocking them out. The other knights step back and bump into someone. Gwen snags them by their feet with her magic and tosses the remaining knights at a nearby wall. More knights go after Spidermonkey, but they struggle to even hit Spidermonkey thanks to incredible agility.]** _

**SPIDERMONKEY:** Ah-ooh! Come on, guys! My grandpa has better aim than you!

_**[Spidermonkey shot compressed webs from his tail to deal blunt damage to their suits of armor before he webbed them all together and threw them on the ceiling.]** _

_**[Spidermonkey uses his webbing as an adhesive rope to swing around and quickly strike opponents with ease. Pretty soon, with all their efforts, the Knights were defeated.]** _

_**[When they reach the top of the elevator, the large silhouette of a man walks out from the shadows.]** _

**BEN:** YOU!

**Act Three**

**KING E:** Ah, Tennyson, why am I not surprised.

 **BEN:** That voice...Enoch?!

 **KING ENOCH:** That's Forever King Enoch to you, whelp. I suppose I owe you thanks for exposing the incompetence of my underlings. I'll deal with them when I'm through with you.

 **BEN:** King, huh? I see you rose through the ranks.

 **KING ENOCH:** And it was all thanks to you, Tennyson. Poor, poor Driscoll. With the renegade Plumber out of the way, I was able to take over as the new Forever King. Still feels like a dream, to be honest.

 **KAI:** Where's my Grandfather?

 **KING ENOCH:** Ah yes, the Plumber from the Extradimensional Control Division. He's been a great help to our cause.

 **BEN:** What cause?

 **KING ENOCH:** You'll find out soon enough.

_**[Ben slaps down the watch and transforms into Eatle.]** _

**KING ENOCH:** Interesting specimen. As a man of science, I'll have fun dissecting you.

_**[Enoch jumps down and pulls out an energy sword, and starts swings his sword around in swift, wild strikes, then swung it upwards, knocking Eatle back. Eatle charges at him, but Enoch instantly pulled away from the opponent, before delivering a large downward swing...which Eatle promptly caught in his mouth.]** _

**KING ENOCH:** Oh? Allowing me to rip out your tongue?

 **EATLE:** Not exactly.

_**[Eatle crunches down on the blade with his massive maw and consumes it within seconds.]** _

**EATLE:** Tasty.

_**[Eatle then blasted Enoch away with his laser horn.]** _

**FOREVER KNIGHT:** Sir, the robot is ready!

_**[The blade from Enoch's sword shoots out in the style of a dart and bounced on the ground before hitting Eatle right in the chest. Ben detransforms. Enoch rockets into the air, heading for what's revealed to be the head of a large robot, created in Enoch's likeness.]** _

**KEVIN 11:** Ego, much?

 **KING ENOCH:** You fools will never learn, your alien forms may have hindered me before, but with the technology of this battle-bot, I will smite you, and when I'm through, I'll destroy all extraterrestrials plaguing this world!

 **BEN:** Oh, man...

_**[The robot roars to life as a large door opens above, the robot begins ascending into open air.]** _

**KAI:** Oh no, you don't!

_**[Kai jumps onto part of the robot as it's rocketing upward, barely holding on.]** _

**BEN:** Kai, wait!

_**[Ben dials in another form...]** _

_**[TRANSFORMATION:** _ _The Omnitrix turns into a cuff, Ben's skin turns grey, the shot cuts to his leg as it turns into a boot-like shape. He hunches over as metal protrusions grow out of his body, including two large metallic spires that give off electric current. He raises up and smashes his fists together as a lightning bolt strikes behind the form._ _**]** _

_**[Frankenstrike teleports onto the robot, latching on with his electromagnetic boots and making his way up. He heads up to where Kai is.]** _

**FRANKENSTRIKE:** We need to take this thing down, did you happen to notice any weakpoints?

 **KAI:** I noticed three glowing spots on this thing, one on each arm, and one in the chest.

 **FRANKENSTRIKE:** Alright, Gwen, Kevin, go for the shoulders!

 **KEVIN and GWEN:** On it.

_**[We cut to Kevin flying around as he fires Diamondhead shards, Stinkfly goop, and Heatblast fire all at once into the shoulder of the robot. The shard pierces the armor, the slime seeps in, and the fire sets it alight, blowing up the shoulder.]** _

_**[Meanwhile, Gwen is flying around near the other shoulder, then she loudly shouts out…]** _

**GWEN:** _Discombobulus...MECHANO!_

_**[The spell dismantles the other shoulder, causing the arm to fall completely off.]** _

**KEVIN 11:** It's all you, Tennyson! Finish it off!

_**[Frankenstrike charged up some electricity. Enoch slams his hand at him as if trying to swat a fly; Ben doesn't even try to dodge, as Enoch crushes him underneath his hand. It looks like he's smashed Ben flat.]** _

**GWEN:** BEN!

_**[Enoch laughs, feeling as if he's won...before lightning strikes his remaining hand. He darts his eyes over to Frankenstrike, who's miraculously unharmed and somehow back on the ground.]** _

**FRANKENSTRIKE:** You missed.

_**[Enoch yells and throws another massive punch at Frankenstrike, who disappears in a flash of lightning and reappears on top of Enoch's hand. He strikes the robotic hand with a massive charge of energy, which causes the hand to short circuit.]** _

**KING ENOCH:** Blasted insects! You are interfering with my machine!

 **FRANKENSTRIKE:** That's the idea.

_**[Frankenstrike warps up to the control panel and smashed a hole in the glass, and electrocutes Enoch's mask, knocking him out.]** _

**FRANKENSTRIKE:** That should buy us some time.

**_[Frankenstrike picks up Kai and teleports to the ground.]_ **

**KAI:** Woah.

 **FRANKENSTRIKE:** Honestly didn't think that work.

 **KAI:**...wait, what?

 **FRANKENSTRIKE:** Never mind. I've gotta take out that last core.

_**[Ben quick-changes into Four Arms, leaps up into the air, grabs the central core, and starts pulling.]** _

**FOUR ARMS:** Come on... COME ON!

_**[Before long, Four Arms manages to pull the main core out of the chest of the robot, he takes another jump, slamming the core into the head of the robot. Causing the whole thing to collapse. It creates a cloud of smoke, which surrounded the area.]** _

_**[Meanwhile, it starts to shower to Kai's surprise as she raises her hands in the air, feeling it rain before her. Kevin 11 grabs Gwen and Kai and he uses his XLR8 speed to run over toward the cloud. The smoke cloud clears as Four Arms is seen taking deep breaths.]** _

**FOUR ARMS:** I'm not going to lie, I didn't think that would work either...

_**[Four Arms taps the Omnitrix symbol, and he transforms back into Ben in a green light.]** _

**KEVIN 11:** Any sign of the King?

 **BEN:** No idea. He may have had some kind of backup plan in case something like this happened. Some kind of escape route.

_**[A voice calls out from behind them. ]** _

**WES GREEN:** I got him.

_**[Wes is seen dragging an ensnared Enoch behind him.]** _

**KAI:** Grandpa!

_**[Kai runs over to give Wes a hug.]** _

**WES:** With all the panic during the fight, I was able to escape. Enoch here almost slipped away, but I was able to trap him. He's going into a Maximum Security Cell after this stunt.

 **GWEN:** Good.

_**[** **Ben, K** **evin, and Kai looked at Gwen.]**_

**GWEN:** What? We've been dealing with him for years, it's about time somebody did something.

 **KEVIN 11:** Nobody said anything.

 **WES:** Thank you, Ben.

 **BEN:** It's no big deal. It's just what we heroes do. Now, Kai. I wanna ask you something…

 **KAI:** Say no more, I'm in. I know about the team you're trying to build to stop the Limax Invasion. I'm in.

 **KEVIN 11:** Of course she's in. She just wants to play with her puppy some more.

_**[Gwen grabs Kevin and drags them to the side.]** _

**GWEN:** Why don't we… give you two some space.

 **WES:** ...Right, I've gotta get Enoch locked up. See you around, Ben.

_**[Wes, Gwen and Kevin walk away, leaving Ben and Kai to be alone, with the two blushing. Ben began to scratch the back of his head, as the two of them both nervous look away from each other.]** _

**BEN:** So...what was up with the whole wolf thing, anyway?

_**[They looked back at each other.]** _

**KAI:** Honestly? I have no idea. Back when I first saw you as The Yenaldooshi, I thought you were pretty cool. When he saved me and everything it felt like I was being saved like in one of Nocturne's movies.

 **BEN:** Oh brother.

_**[Ben looks away.]** _

**KAI:** But then I remembered it wasn't the Yenaldooshi who saved me, it was you. And then I remembered back to when you saved me when we first met. So it made me realize how much cooler you were as you, rather than any of your aliens.

_**[Ben looks back at her.]** _

**BEN:** Wait, you thought I was cool?

 **KAI:** I still do.

_**[Kai winks at Ben, then walks away, which lead to Ben's face turning red.]** _

_**BEN (Quietly):**_ Two words, huh? I guess you were on to something, Gwen.

_**[Kevin 11 sped over to Ben's shoulder.]** _

**KEVIN 11:** Green and Tennyson, sitting in a tree!

_**[Ben grew irritated and he began turning the dial.]** _

**KEVIN 11:** K.I.S.S.I.N-

_**[Ben suddenly appeared as Four Arms, smacking Kevin back as stars appeared in front of the screen, then turning black.]** _

_**[CREDITS]** _


	5. Episode 5: Virtual Insanity

###  **Cold Open**

_**[We open to the sight of a familiar workshop -- Cooper’s workshop.]** _

**COOPER:** Alright, there’s a reason I called you guys here.

**KEVIN 11:** Better be a good one.

**GWEN:** Kevin!

**KEVIN 11:** What? I have places to be.

**BEN:** What, lazing around the base all day?

**KEVIN 11:** You’re one to talk, Mr. “I Stream Sumo Slammers Z Every Saturday”.

**COOPER:** Funny that you mention the base. I checked the place out, and it’s seriously lacking some things that would be useful in the future.

_**[Cooper pulls out a box-shaped device from under a table. The trio stare in confusion.]** _

**KEVIN 11:** Okay, I give up. What is that?

**COOPER:** It’s a prototype of a holographic simulation projector. If I place this on the wall of a room, say, an empty shed, the inside of it will become a holographic training room.

**KEVIN 11:** That...actually sounds kinda cool.

**COOPER:** Of course, I can’t take all the credit. Did you guys know there’s a secret alien internet? It’s kinda like the dark web or something, but even harder to get to. I based this one off of some schematics I found for a ship model known as the “Resolute”.

**BEN:** So what do you need us to do?

**COOPER:** Just walk into the other room, and I’ll get it set up.

_**[Cooper leads Ben, Gwen, and Kevin into the room.]** _

**KEVIN 11:** You sure this is safe?

**GWEN:** Since when are you the one concerned about safety?

**KEVIN 11:** You try spending a few years in the Null Void, trying not to get killed by whatever’s in there. One time, there was this giant two-headed snake thing...

**COOPER:** Guys, relax, I already ran a couple of test runs on this thing. You should be ready to go. Besides, what could possibly go wrong?

**BEN:** Everything, now that you’ve just said that phrase.

_**[Cooper shuts the door behind them and starts setting up the machine on the wall to the right of the door.]** _

**COOPER:** Alright, now I just plug this into the wall… plug my computer into the projector… mic test....

_**[Change to view from inside the room.]** _

_**COOPER (Speaker):** Can you guys hear me?_

**KEVIN 11:** Yeah, loud and...very loud.

_**COOPER (Speaker):** Sorry. Anyway, I’m about to start the procedure._

_**[Cut back to Cooper as he types away furiously on his computer.]** _

**COOPER:** Units: 3. Scan.

_**[Back inside the room, everything goes completely dark. A series of lines scan over each of the members of the trio, until back outside, Cooper hears a beeping sound…]** _

**COOPER:** Error?! What’s going on?!

_**[The Computer reads: VIRUS DETECTED in bright red letters.]** _

**COOPER:** Oh no…

_**[A rumble is heard, then a bright flash.]** _

**[Intro]**

###  **Act One**

_**[We see from the perspective of somebody waking up.]**_  
  
 **BEN:** Ugh… what happened…

_**[Ben looks around, and sees that he’s in some kind of strange forest.]** _

_**COOPER (Speaker):** Ben, are you okay?_

**BEN:** Coop? Oh, yeah, I’m fine, but would you mind telling me what just happened?

_**COOPER (Speaker):** ...So I may have...miscalculated. I didn’t exactly account for how the device would respond to The Omnitrix. I’m not sure where you are now._

**BEN:** Let me see if I can…

_**[Ben reaches for his wrist...only for his eyes to widen in surprise. The Omntrix is nowhere to be seen.]** _

**BEN:** If I had to guess, we might be we’re inside the Omnitrix.

_**COOPER (Speaker)** : For real? Is it not on your wrist?_

**BEN:** Nope.

_**COOPER (Speaker):** Well… that may be a problem. However..._

_**[Cut back to Cooper, still typing away at his computer.]** _

**COOPER:** If I can get access to some of the watch’s programming, I might be able to help with that.

_**BEN (Speaker):** “Might be?”_

**COOPER:** Hold that thought, Ben. I think I’ve got something. It seems as though something is trying to hack the Omnitrix from the inside.

_**BEN (Speaker):** So, I just need to find Gwen and Kevin, and we take down whatever’s causing the bug?_

**COOPER:** Sounds like a plan to me, now let me see what I can do... 

_**[Ben’s perspective.]** _

**BEN:** Uhhh, Coop? You’re gonna have to make it fast, I see a swarm of...something, flying around, and they’re headed in my direction!

_**[Cooper’s perspective, he’s quickly typing away at his computer trying to break into the Omnitrix’s defenses.]** _

**COOPER:** Alright, this shouldn’t be too hard, there’s already a breach, I’ve just gotta find the way in…

_**[A window opens on his computer, depicting a strange looking cube covered with nondescript symbols.]** _

**COOPER:** Ah, I’ve got something. My Encrypto-Smasher program is going off. This is going to take a minute, find some cover, Ben!

_**[Ben’s perspective, he’s running across a small walkway made up of green terrain.]** _

**BEN:** Already on it! These hornet things are all around me!

_**[Ben ducks in behind a tree. One of the creatures fires a gob of slime, hitting the tree and melting it.]** _

**BEN:** Whoa! Cooper? Got anything? I could use an alien right about now!

_**COOPER (Speaker):** Almost!_

_**[Cooper’s perspective, the Encrypto-Smasher program has opened up a control panel of the Omnitrix’s basic functions.]** _

**COOPER:** Seems like whatever this virus is hasn’t gotten to the big stuff yet, and that means I can’t either.

_**BEN (Speaker):** Meaning?!_

**COOPER:** No Master Control.

_**BEN (Speaker):** Aw, man..._

**COOPER:** However, I think I can give you the reins again. Enabling “Intramural Alteration”...

_**[Ben’s perspective. Ben feels a sudden surge of power all too familiar to him. A holographic facsimile of the Omnitrix’s badge appears on his chest.]** _

**BEN:** Well, that’s...different.

_**COOPER (Speaker):** The chest seems to be the default location for the badge, unless certain parameters are put in place for each alien? Whatever the case, do your thing, Ben._

**BEN:** Alright, here goes nothing!

_**[Ben smacks down on the badge on his chest.]** _

_**[TRANSFORMATION:** Ben’s facial features collapse, leaving him with just his eyes and the bridge of his nose that turns into a crest leading to his head. We see from the back as he spins around, we then see from the front as he takes a spread eagle pose as his arms stretch and his hands become claw-like. A closeup into his abdomen shows the Omnitrix, then moving down to show a tail growing. Flash. He puts his arms down before thrashing them back up, revealing yellow flaps have grown between his wrists and the base of his tail. The form takes a flying pose as it rockets upward. **]**_

_**COOPER (Speaker):** Manta?_

**JET RAY:** What?

_**COOPER (Speaker):** Manta! You’ve turned into Manta, at least, that’s what the people on your fan forums call that guy._

**JET RAY:** I don’t name my -- wait, I have a fan forum?

_**[Jet Ray’s eyes sparkled for a moment, then he shook his head to snap out of it.]** _

**JET RAY:** Hold on...how can you see me?

_**COOPER (Speaker):** I was able to open up a visual of what’s going on in there. Anyway. to go to one of the other zones, you’re gonna have to go to one of the access hubs. There’s 10 of them in each zone, but only two at the very end of either side of the zone can transfer you to a different zone. The others just serve as teleporters around the one you’re already in._

**JET RAY:** Got it. That seems easy enough, especially when the air is nice and empty…

_**[Jet Ray suddenly hears a loud buzzing sound. He looks behind him to see a swarm of things that resemble Stinkfly’s stinger. They shoot strange darts out of their “snout”, which Ben just barely avoids.]** _

**JET RAY:** Uh, Cooper? What’s with these monsters?

_**COOPER (Speaker):** Interesting; looks like the Omnitrix DNA is also being used in some of the enemies in the simulation._

**JET RAY:** Great. At least these things don’t have some more dangerous DNA in them…

_**[The swarm suddenly dives down underneath Jet Ray, and starts firing their darts. Jet Ray maneuvers to the side, yet again avoiding them. Annoyed, Jet Ray fires a neuroshock from out of his tail, tearing through the swarm, and splitting it up. Both sides fired some more darts at Jet Ray, but he suddenly shot up, causing their darts to fall off course, some of them hitting the Stinkhornets; they suddenly melt into a pile of ooze. Jet Ray gags.]** _

**JET RAY:** I’m lucky that wasn’t me.

_**[More insects swarm from out of the trees, but Jet Ray immediately boosts past them, leaving a sonic boom in his wake; the sheer force of it takes out all of the insects. He suddenly locks his eyes onto a strange construct resembling a portal near the end of a platform, and grins.]** _

**JET RAY:** Gotcha.

_**[He flies in, warping through something that resembles a really fast ocean current. When he reaches the end, he appears in a new zone, a mountainous region of a dull purple hue. He stops and lands, transforming back into Ben.]** _

**BEN:** Alright, new zone, probably new monsters.

_**[Ben hears a grinding sound behind him, he turns around with an expression of fear to see a large yellow ball, barreling in his direction on a narrow walkway.]** _

###  **Act Two**

_**[Ben looks on in fear as the yellow creature is still barreling toward him at an increasing velocity, he braces for impact…the sound of a collision is heard… along with what almost sounds like glass breaking? Ben looks up to see that there’s a thick shield of blue energy in front of him, stopping the Kannontanker in its tracks.]** _

**BEN:** ...What? A blue shield?

_**[Ben looks behind to see Gwen with a hand outstretched, having been the source of the shield.]** _

**GWEN:** Ben! Get over here, I can’t hold this thing forever!

_**[The two run toward the larger platform as the Kannontanker breaks the shield.]** _

**BEN:** Any idea how we can get rid of this thing?

**GWEN:** Not really, it’s got Cannonbolt’s durability, this thing could be indestructible!

_**??? (Echoing):** HEY, UGLY!_

_**[A familiar voice yells out from the distance… an upward panning shot from a pair of legs reveals that it’s Kevin, who looks...different.]** _

**KEVIN:** You wanna mess with a monster? Try me on for size!

_**[The Kannontanker diverts its attention to Kevin, revs up, and rockets in Kevin’s direction, but he jumps to the left.]** _

**KEVIN:** Not today!

_**[The Kannontanker flies off the edge of the platform, falling into the “sea” below, emitting a beam of light.]** _

**KEVIN:** That’s what you get for messing with Kevin!

_**[Ben and Gwen run over.]** _

**GWEN:** Kevin you…

**KEVIN:** Hm? Oh, yeah, you’re welcome for the save.

**BEN:** No, you…

**KEVIN:** What, something on my face?

_**[Kevin raises a hand to his face, feeling that he has human skin again.]** _

**KEVIN:** I’m...normal?

_**COOPER (Speaker):** Sounds about right, some of the bio-energy-feedback seems to have reverted your mutation for the moment, but from what I can tell, it’s only in here._

_**[Kevin sulks down slightly.]** _

**GWEN:** Don’t be upset, this is a good thing! This could be the key to freeing you.

**KEVIN:** Yeah… you’re right. So, what’s the scoop?

**BEN:** We’re inside the Omnitrix, and so is the creepy-crawly that caused the glitch. We need to find and eliminate the virus.

**KEVIN:** And how do we do that?

**BEN:** Cooper? You got anything?

_**[A scream is heard on the other end.]** _

_**COOPER (Speaker, Breaking Up):** GUYS… (fsssh)... DON”T KNOW IF YOU CAN HEAR…(fsssh)...SOMETHING ATTACKING…(fsssh)...YOU’RE ON YOUR OWN…_

**KEVIN:** Great.

**GWEN:** We need to hurry, Cooper’s in trouble. Anyone have any ideas?

_**[Beat]** _

**BEN:** Just one.

_**[Ben activates the Omnitrix badge on his chest, a bright green flash happens as Gwen and Kevin look down.]** _

**GWEN:** Grey Matter?

**GREY MATTER:** Precisely. I should be able to figure out what we need to do in order to eradicate the virus and release us. Let’s see… I started in the Forest zone, we’re here in the Mountain zone. Where did you two end up?

**GWEN:** An icy plain.

**KEVIN:** A desert, fought off a couple of weird crab guys, I went through the Ice place, no one was there, finally found you guys here in the Mountains.

**GREY MATTER:** Right. It seems like the landmasses that make up this world are running in one large circle. Now, there’s one way we haven’t tried. Look out that way.

_**[Grey Matter points in the direction toward the center of the masses.]** _

**GREY MATTER:** The virus is probably headed that way, which, in theory, is a Core Zone. The issue is figuring out how to get there.

**GWEN:** I’ve got an idea, but right now, we’ve got company!

_**[A horde of bug-like creatures are scuttling along the ground, spitting sticky wads of a green substance in their direction -- a substance that explodes.]** _

**GREY MATTER:** I don’t recognize the DNA these creatures are spliced with, but I think we should get out of here!

_**[Meanwhile, Kevin is returning fire.]** _

**KEVIN:** Good thing I can still use my powers!

**GWEN:** We can’t waste time fighting, we’ve gotta get to the Core, but we need some distance from these things.

**KEVIN:** I’m on it!

_**[Kevin creates a wall of diamond between them and the Roachers.]** _

**GWEN:** Wait… Ben, you said the Core is that way?

**GREY MATTER:** Yes?

**GWEN:** Turn into Cannonbolt, I’ve got an idea.

**GREY MATTER:** Alright.

_**[Grey Matter raises an arm.]** _

**GWEN:** Ah-ah-ah, get off my shoulder first

**GREY MATTER:** Sorry...

_**[Grey Matter jumps down, as he descends, there’s a green flash, and a large white and yellow form emerges.]** _

**CANNONBOLT:** Now what?

**GWEN:** Kevin, make a ramp!

**KEVIN:** Okay?

_**[Kevin proceeds to use his Diamondhead powers to make a large ramp in the direction of the Core.]** _

**CANNONBOLT:** Ah, I see where this is going now!

_**[Cannonbolt stands in front of the ramp as its being created, rolls into a ball and begins to rev up.]** _

**GWEN:** That’s not gonna be enough to get across, hold on!

_**[Gwen prepares a spell.]** _

_**GWEN:**...Erucae... **SOGDO!**_

**CANNONBOLT:** Time to rock...

_**[A metaphorical fire is lit under Cannonbolt as he continues to rev up, as if boosted by an unseen force -- he rockets up the ramp and launches hard and fast in the direction of the core.]** _

**CANNONBOLT:** and... **ROLL!**

**GWEN:** It’s up to you, Ben! We’ll catch up!

_**[Cannonbolt makes a massive, MASSIVE arc over the gap, before he knows it, he’s about to crash into the outer wall of the Core Zone.]** _

###  **Act Three**

_**[We return to Cannonbolt as he arcs through the sky, before ungracefully crashing right through the wall of the Core Zone. With lessened kinetic energy, he bounces off the floor and slams into a nearby wall on the inside. Ben detransforms and brushes himself off.]** _

**BEN:** ...Still need to work on my landings. So, what do we have here?

_**[Ben looks around and realizes he’s in a small, round room, comprised of black and green cubes.]** _

**BEN:** No door, huh? Alright.

_**[Ben activates the badge on his chest once more, before hearing a grinding, shifting sound. He turns around to see an opening being controlled by the dial.]** _

**BEN:** Oh, that’s right. Still in the Omnitrix.

_**[Ben peers through the door.]** _

**BEN:** Looks like an obstacle course up ahead, I’m gonna need some extra agility.

_**[Ben activates the Omnitrix, transforming into Spidermonkey.]** _

**SPIDERMONKEY:** Ah-ah-ah! Alright! This’ll do the trick!

_**[Spidermonkey jumps and swings across a gap into the gauntlet.]** _

**SPIDERMONKEY:** Ah-ah-alright, you maze-wannabe obstacle course in my Omnitrix. Ah-ah-ah! Let’s see what’cha got! Aah-ooh-ooh!

_**[Spidermonkey runs in to find various large moving blocks, some of which are coming from the ceiling.]** _

**SPIDERMONKEY:** Better be careful here, those things could definitely squash me.

_**[Spidermonkey then slips his way past one of the crushers, uses a web rope to pull to the left from one coming from head-on. One of the blocks cuts into his rope. He looks up to see an opening, about air-vent sized. He fires a web into this opening and drags himself out of this room.]** _

**SPIDERMONKEY:** Ah-Ah! If these are the watch’s defense mechanisms for a virus, they’re doing a lousy job! Ah-ooh!

_**[As he entered the next room, multiple laser blasts began to fire at Spidermonkey.]** _

**SPIDERMONKEY:** Why do I’ve always got to have a big mouth… Ah-ooh!

_**[Spidermonkey brings a hand to his chin, thinking for a second.]** _

**SPIDERMONKEY:** This calls for a little change of tactic!

_**[Spidermonkey taps the Omnitrix and turns into Diamondhead.]** _

**DIAMONDHEAD:** And an old classic!

_**[Diamondhead takes a casual stroll into the room of lasers…]** _

**DIAMONDHEAD:** This one’s almost too easy.

**[...Then a pair of Aerorays enter the room.]**

**DIAMONDHEAD:** Oh, the virus sent me a distraction, not like I can’t just...

_**[Diamondhead turns slightly, redirecting one of the laser blasts into the Aeroray, the other one returns fire.]** _

**DIAMONDHEAD:** Still doing nothing.

_**[Then a door opens, revealing a large, almost volcanic-looking three-legged creature. It bears a slight resemblance to Heatblast.]** _

**DIAMONDHEAD:** Okay, maybe I spoke too soon.

_**[The Volkanyte fires exploding bullet-like blasts in Diamondhead’s direction.]** _

**DIAMONDHEAD:** Finally, a challenge!

_**[Diamondhead sharpens his fingers into a point and runs to the creature, landing several hits that should’ve pierced the creature in the face, but it remains unharmed.]** _

**DIAMONDHEAD:** Well, that didn’t work. Let’s try…

_**[Diamondhead forms his arm into a shield-like structure, and as the Volkanyte fires its next shot, Diamondhead deflects it back into the face of the creature, which disables its shield. He runs up once more and pierces it in the face, disabling the creature. The next door is where the monster came from, it appears rather...dark, looking in. He slowly walks into the newly opened way.]** _

_**[The chamber he enters is massive, the largest one yet. When he enters, the door shuts immediately behind him.]** _

**DIAMONDHEAD:** Looks like I found the place. Now, where’s that virus...

_**[From above, a large green structure crackles and sparks, before illuminating the room.]** _

_**[The lighting reveals a large creature, half the size of a To’kustar, comprised of multiple Omnitrix DNA samples: Pyronite rocks, a Petrosapien arm turned black and sharpened to a point. A vaguely skeletal head, with multiple Ectonurite tendrils coming from the back of the skull. Diamondhead paused for a moment as he groaned, then nodded his head and covered his face. Diamondhead lowered his arms and took another deep breath.]** _

**DIAMONDHEAD:** I’m dead.

_**[The To’kolossus hears him, and turns in his direction, immediately firing massive fireball in his direction. Diamondhead takes off running, firing shards back at the monster.]** _

**DIAMONDHEAD:** Take that!

_**[The shards barely make an impact.]** _

**DIAMONDHEAD:** Well, that didn’t work.

_**[The monster swings its bladed arm, knocking Diamondhead back, he tumbles a little bit and lands on his feet with a hand on the ground.]** _

**DIAMONDHEAD:** I’m gonna have to cut this guy down to size, but I can’t reach his head.

_**[The monster is lumbering and slow, Diamondhead observes.]** _

**DIAMONDHEAD:** Maybe I can stun it?

_**[Diamondhead taps the badge, and transforms into Buzzshock.]** _

_**[Buzzshock makes a series of strange noises, before zipping around the monster. The monster swings its blade arm, attempting to slice him in two, but Buzzshock uses that as a chance to clone himself multiple times. The tens of Buzzshocks create a huge web of electricity, bringing the monster to its knees. Buzzshock taps the Omnitrix, transforming back into Diamondhead.]** _

**DIAMONDHEAD:** That’s the ticket.

_**[Diamondhead jumps up onto the monster’s leg, he then sharpens his fingers to climb up the monster’s torso. The monster is still moving, which makes the climb kind of a struggle. He gets onto its back and finally makes to the head. He sharpens his arm and plunges the blade into the monster’s skull. The To’kolossus starts fidgeting before falling to the ground. The monster explodes, and its pieces disintegrate. Diamondhead lands with one hand on the ground.]** _

**DIAMONDHEAD:** Now there’s just that to worry about.

_**[The construct illuminating the room is sparking and crackling, its color having been changed from a bright green to a dull red growing brighter.]** _

**DIAMONDHEAD:** That doesn’t look good.

_**[Diamondhead taps the face of the Omnitrix once more, and transforms back into Buzzshock, he flies upward, duplicating himself multiple times over. The Buzzshocks surround the construct and electrify it.]** _

_**[The room shakes violently, everything goes white. We then return to the room that would’ve been the training room, there’s a bright white flash, and Ben, Gwen and Kevin find themselves back in the normal world.]** _

**KEVIN 11:** Aw…

**BEN:** Quick, we need to check on Cooper!

_**[The trio leave the room to find Cooper knocked out on the floor.]** _

**KEVIN 11:** Kid’s just a lightning rod for getting attacked, isn’t he?

**GWEN:** Kevin!

**KEVIN 11:** What? In about a week’s time, the kid was kidnapped and bugged by some biker in a power suit, and now this!

_**[Cooper starts waking up.]** _

**COOPER:** Ugh… guys, you did it!

**BEN:** What happened?

**COOPER:** I... don’t know. There was something trying to escape, like it was trapped inside the Omnitrix, and I kept hearing something that sounded like...it was calling out for help?

_**[Cooper gets up and brushes himself off.]** _

**COOPER:** Whatever the case, I need to get back to work. The bugs aren’t gonna fix themselves. And I’ll see what I can find out in terms of fixing Kevin.

**GWEN:** Don’t you think you should rest for a bit?

**COOPER:** Eh, I’ve been through worse. This wasn’t as bad as the time I got bugged.

**GWEN:** Well, that’s fair. And I appreciate the offer to help with the Kevn situation. But I have to say, I don’t think your program caused the glitch.

_**[Gwen turns to her cousin, who’s fiddling with the device, now returned to his wrist.]** _

**GWEN:** Ben, everything okay with the watch?

**BEN:** I suppose, nothing seems out of the ordinary.

**GWEN:** Cooper said it was like there was something trying to escape, maybe it’s another one of your aliens trying to break out?

**BEN:** Like what happened with...Ghostfreak? I don’t know. But I get the strangest feeling that’s not gonna be the end of this “virus” thing, and I don’t like it.

_**[Later that night, Cooper is sound asleep. We look over to see his computer, as it flickers on, with a black and red ooze “bleeding” from it, before sweeping past, blacking out the view.]** _

_**[Credits]** _


End file.
